ANNUAL REPORT 2016 - MyState Limited€¦ · Annual Report 2016 Contents Group Performance 02 Chairman’s Report 03 Managing Director’s Report 04 Banking Business 06 Wealth Management

ANNUAL REPORT 2016

Underlying net profit after tax up 4.5% to $31.1 million

$31.1mImproved underlying cost to income ratio of 63.2%, down 112 basis points

63.2%Improved return on average equity of 10.6%, up 22 basis points

10.6%28.5c total dividend for the year fully franked

28.5c

01MyState LimitedAnnual Report 2016

Contents

Group Performance 02Chairman’s Report 03Managing Director’s Report 04Banking Business 06Wealth Management 10Technology 11Risk Management 13Our Communities 14Board of Directors 16Key Management Personnel 18Directors’ Report 21

Contents

MyState is a leading provider of banking, trustee andwealth management services.Through our retail brands – MyState Bank, The Rockand Tasmanian Perpetual Trustees – we provide servicesto more than 210,000 customers across Australia.

MyState LimitedABN 26 133 623 962

Annual General Meeting

10.30am, 26 October 2016Best Western Hobart156 Bathurst StreetHobart, Tasmania

MyState LimitedAnnual Report 2016

02 Group Performance

UNDERLYING NPAT ($ million) UNDERLYING EARNINGS PER SHARE (cents)

2012

25.5

2012

29.9

2013

28.5

2013

32.7

2014

29.6

2014

33.9

2015

29.7

2015

34.0

2016

31.1

2016

35.5

UNDERLYING COST TO INCOME RATIO (%) 6.6% GROWTH IN 2016 BANKING NET INTEREST INCOME ($ million)

2012

68.7

2013

65.7

2014

64.5

2015

64.3

2016

63.2

DIVIDENDS – FULLY FRANKED (cents)

2012

14.0

14.0

28.0

2013

14.0

14.0

28.0

2014

14.0

14.5

28.5

2015

14.0

14.5

28.5

1H 2H

2016

14.0

14.5

28.5

UNDERLYING RETURN ON AVERAGE EQUITY (%)

2012

9.3

2013

10.2

2014

10.5

2015

10.4

2016

10.6

Group Performance

2016

88.5

2015

83.0

2014

83.8

2013

84.8


Chairman’s Report

“ It is pleasing to report that MyState’s underlying after tax profit for the 2016 financial year was $31.1 million, up 4.5%.”

It is pleasing to report that MyState’s underlying after tax profit for the 2016 financial year was $31.1 million, up 4.5%.

In the context of an extraordinarily competitive market for loans and deposits, and at the same time significant investment to improve our products and services, the result provides a very solid foundation for future growth.

The statutory after tax profit of $28.3 million was impacted by one‑off costs associated with due diligence relating to M&A projects and the write‑down of software in anticipation of our move to a single core banking system.

We have maintained the full year dividend at 28.5 cents per share fully franked as we seek to provide

consistent returns to shareholders whilst further strengthening our balance sheet.

Maintaining a strong capital position is vitally important to our depositors and the community at large. The capital position of the business has been strengthened with the introduction of a dividend reinvestment plan and the issue of $25 million Tier 2 subordinated notes in August 2015. Further, a new securitisation warehouse was established that improved funding costs, whilst providing additional capacity. MyState’s capital adequacy ratio increased 36 basis points during the year to 13%.

Whilst we are well pleased with the progress that we are making in our banking business, we acknowledge that we have yet to develop similar momentum in our funds management, trustee and financial planning operations. But we are confident that recent initiatives will lead to improved results.

Over the past year we have made considerable progress as we seek to transform the business. Our transformation program has two principal objectives – to deliver a more customer centric business whilst at the same time improving our productivity.

We have implemented a range of initiatives to make us a more customer

friendly business, and are confident that we are making progress, albeit we have a long way to go.

The continued downward trend in the cost to income ratio is pleasing, particularly in the context of the increased investment in technology.

The consolidation of the group banking operations under MyState Bank Limited will enable us to become more efficient and drive costs even lower.

Last year I said in my report that as a small player in a market dominated by behemoths, our challenge is significant. However, we have continued to demonstrate that we can punch above our weight and we are confident that we will continue to do so.

In April 2016 long-standing director Ian Mansbridge retired after six years on the MyState board and prior to that four years as a director of TPT. Ian’s detailed knowledge of the financial services sector was invaluable and we thank him and wish him well for the future.

In May 2016 we welcomed Brian Bissaker to the board. Brian brings significant experience both in banking and wealth management.

I acknowledge the contribution of my fellow board members, the hard work and initiative of the executive team led by Melos Sulicich and the enthusiasm and commitment of all in the MyState team.

Miles HamptonChairman

Chairman’s Report

04 MyState LimitedAnnual Report 2016

Managing Director’s Report

“ The 2016 financial year was a year of solid progress for MyState, in which some of the building blocks we established last year started to deliver value.”

The 2016 financial year was a year of solid progress for MyState, in which some of the building blocks we established last year started to deliver value.

This was demonstrated by the strong momentum in our banking business which gained market share despite a highly competitive, fast‑changing banking environment. Underlying revenue grew by 3.3% to $123.4 million; annual settlements were $929 million and the size of our loan book increased 8.7% to

$3.9 billion. Importantly, net interest income grew by 6.6% which was a strong result compared to our peers.

Our focus on efficiency helped improve underlying return on equity by 20 basis points to 10.6%. While revenue increased, we maintained tight cost controls, the underlying cost to income ratio improved 112 basis points to 63.2, despite continued investment in people and technology. Positive growth helped contribute to a 4.4% increase in underlying earnings per share to 35.5 cents.

Achievements included the launch of a new loan origination system to support our mortgage broker strategy. We improved broker and customer engagement, appointing business development managers, increasing the skills of our retail staff and appointing new bank managers to our branches. This, and an improved service culture, enabled loan book growth that was 1.4 times system. We also merged the authorised deposit‑taking institution licences of MyState and The Rock to simplify balance sheet management and reduce risk.

As MyState grows we serve a broader geographic base. Our customers are increasingly national, although Tasmania remains our single largest market. Our Victorian loans, for example, have increased over two years at a compound annual growth rate of nearly 65%, and NSW and Victoria now comprise nearly a quarter of our home loan book.

We remain focused on profitable growth and despite the reduction in the Reserve Bank official cash rate, we maintained tight control of margins.

Sound risk management practices ensured high credit quality. Our arrears remained well below our regional peers and the major banks.

Our wealth management business provided a stable contribution of $4 million net profit after tax. Following the appointment of a new general manager we are focusing on growing wealth management operations and distribution, and deepening relations across the business.

We have embarked on a transformation program to become a thoroughly modern banking, trustee and wealth management business. We began the year with a stronger management team, and have increased the breadth and depth of our team to encompass a higher level of skills. People are pivotal to our success and we are investing in our team while simplifying products and services and supporting them with new technologies. Today, we have a strong culture of accountability, which is an important part of our evolution as an organisation.

Melos SulicichManaging Director




We are investing in technology to become a customer-centric modern bank. We have begun to consolidate our core systems and data centres to increase efficiency and will introduce new customer relationship management and data warehouse systems.

Digital innovation is an important part of our future. We were amongst the first banks in Australia to support Android Pay, and will soon launch a new internet and mobile banking platform.

These systems pave the way for our transformation into an organisation that has deeper customer relationships, supported by easy to understand systems and processes. We are

We are committed to providing a high level of personal service at our branches.

harnessing our data to allow analytical data‑driven decisions, helping us to create products that are best for our customers. This is a long-term program that will create an integrated customer proposition which we are confident will benefit and provide a great experience for customers.

Our vision is to make a genuine difference to our customers and communities every day. We believe that by making financial services simple and trustworthy we embed ourselves more deeply in the communities that we serve.

We have a strong balance sheet and look forward to continuing profitable growth for our business. We are confident that our loan book will

continue to grow at a rate above system. As our capability evolves, we are becoming a more sophisticated business with a broader customer base, increased digital connectivity and modern distribution systems, well positioned for continued market share gains.

I would like to thank the MyState leadership team and staff for their continued support and dedicated hard work throughout the year. The passion with which our team deliver services to our customers underpins the continued success of MyState and enables us to stand out in a competitive marketplace. I would also like to thank the board for their help, guidance and support over the year.


Banking Business

It’s our vision to make a genuine difference to our customers and communities every day.

Banking Business


Banking Business

INCREASING FOCUS ON INNOVATIONOur focus on increasing our loan book has resulted in market share growth. We are simplifying our products and services, empowering our staff with more efficient technology. One example is our introduction of a new loan origination system for mortgage brokers, which is supported by a dedicated, experienced business development team. This has raised our profile in the lending market and improved the quality of our services. The increased transparency of our approval processes has helped us to win new business.

Innovation is important for our business. As part of our transformation we are moving from manual processes and a fragmented view of our customers to becoming much more customer‑focused. We are transitioning from branch‑based operations to a broader banking model with more digital distribution and connection with our customers.

Our customers are demanding more banking services for home and business use through smart phones, tablet devices and computers. This led us to become one of the first financial institutions in Australia to introduce payment innovations such as Android Pay. The new systems that we are developing will help us better understand our customers and their needs.

The banking environment is changing quickly, and we are excited about the new internet banking and mobile apps which will be launched later this year. These services will be more intuitive, faster, easy to navigate and provide more functionality and services.

We are also committed to investing in our people to further skill, empower and engage our team, so they can better help our customers. As we grow we are investing in new talent, the efficiency of our systems and building on our involvement in the community.

At MyState Bank and The Rock, we provide a range of financial services to approximately 140,000 customers. These services include home and personal loans, general and life insurance, credit and debit cards, savings and investment products, multicurrency services, business banking and merchant services and agribusiness.

In Tasmania we have 10 MyState Bank branches supporting approximately 105,000 customers. During FY2016 we merged our banking business authorised deposit‑taking institution (ADI) licenses, and The Rock now operates as a division of MyState Bank. In Central Queensland we have seven branches and 12 mini‑branches serving approximately 35,000 customers.

In Tasmania we have 10 MyState Bank branches supporting approximately 105,000 customers.


Banking BusinessContinued

Our strategy of engaging with mortgage brokers continued to drive above system growth.


Banking BusinessContinued

BANKING BUSINESS CONTINUES POSITIVE MOMENTUMBanking business underlying net profit increased by 6.1% to $27.0 million in FY2016 from $25.5 million. This positive result was supported by loan book growth and disciplined management of margins. Against a backdrop of lower interest rates and strong competition, our business improved while maintaining high credit quality, reinvesting in building new capabilities and investing in technology.

Our strategy of engaging with mortgage brokers continued to drive above system growth, and we have continued to offer some of the most attractive home loan propositions to the communities in which we operate.

The home loan book increased from $3.3 billion to $3.7 billion during the year, whilst we maintained prudent lending practices. Owner‑occupiers represent approximately 86% of our home loan book, and 68% of our book is below a loan‑to‑valuation ratio (LVR) of 80%, which is 2% up on last year. Investor loans continue to represent a very small proportion of our loan book, well below industry averages.

The strength of our sales through third party channels has increased our geographic diversification and we increased the size of our loan book in every Australian State. Tasmanian‑based home loans were 55.7% of the home loan book at June 2016, compared to 66.8% two years ago.

The overall economy remains sound, with gross domestic product increasing 3.2% for the 12 months to the end of the March 2016 quarter. Total housing credit growth eased to 6.7% during FY2016, although owner-occupier lending strengthened to 7.7%. Our retail operations benefited from the improving Tasmanian economy. Tasmanian home prices rose 6.2% for the 12 months to June 2016, well above the decade average of 1.6%, and tourism and agribusiness continued to benefit from the lower Australian dollar.

We have focused on sustainable growth and our flexible product and pricing strategy has been successful in attracting high‑quality lending business. Our commitment to credit quality has seen impairment charges continuing to fall. Our 30-day arrears of 0.70% are substantially less than regional peers and the benchmark for major banks.

NET INTEREST MARGINWith the reducing cash rates and increased regulatory controls, competition for owner occupied lending has intensified, resulting in lower net interest margins across the banking industry. Disciplined margin management enabled us to improve margins in the second half and the average net interest margin for the year was 2.13%, slightly above 2.12% for the first half of FY2016.

Although this remains higher than peers, our third party costs have increased as more of our loan book is sourced through mortgage brokers.

FUNDINGThe proportion of the group’s funding through customer deposits was 66.9%, with wholesale funding providing 14.1% and securitisation 19%. Despite heightened competition, customer deposits grew 8.9% to $2.7 billion.

Our capital ratio remains strong at 13.0%. We introduced a $25 million medium note program in August 2015 to provide further funding diversification and tenor. Wholesale market volatility contributed to higher funding costs particularly in the first half, although a Conquest 2016‑1 Warehouse in May 2016 has provided further capital and funding flexibility.

Ratings agency S&P Global (formerly Standard and Poor’s) provided a BBB rating for MyState Bank with a positive outlook.


Wealth Management

MyState’s wealth management business, Tasmanian Perpetual Trustees (TPT), is a trusted provider of wealth solutions with a great heritage and significant position in the Tasmanian market.

It provides investment management solutions, financial advice, risk protection advice, private client services, and trustee services including estate planning, administration and charitable trusteeship, to over 70,000 clients through eight branches in Tasmania.

TPT’s investment management operation offers cash, income and growth funds to investors directly, through financial advisers and as part of our traditional trustee service. The income funds play an important role providing consistent and reliable returns for investors and also support TPT’s lending business which has a long heritage of funding Tasmanian enterprise, particularly commercial and agricultural lending.

The wealth management business was stable in FY2016, as we focused on business and operational improvements. Funds under management decreased slightly to $1,008 million, and funds under advice were $738 million at year-end.

We are committed to growing the wealth management business, which has remained relatively steady for several years. We appointed a new general manager of Wealth Management at the end of February 2016 and restructured the business into a single integrated division to better facilitate future growth. We are aligning our business more closely with clients, strengthening client relationships through more regular contact, and developing strategies to expand wealth management to mainland States.

As well as a focus on business and operational improvements, we will build

distribution and cross‑selling capabilities, deepening inter‑business relationships across the group. In this regard, increased emphasis on business development lifted bank referrals to the wealth business in the second half, generating a stronger contribution in final quarter.

Our estate planning service wrote its highest number of wills in 15 years, significant in helping underpin future business. This included increased referrals from MyState’s banking network. We are continuing to raise the quality of the wills we write and actively offering clients the opportunity to review wills, helping to maintain and develop our will bank.

In the final quarter our lending business benefited from re‑engineered credit processes. We improved our risk framework, enhanced response times and continued progress toward creating a highly efficient, systemised, loan application process. Clients are now gaining the benefits of quicker turnaround times and a more consistent approach to their loan applications.

We also continued to enhance risk assessment processes to allow us to more accurately and consistently measure and price risk, improving risk and return outcomes for fund investors and shareholders alike. We are now well placed to achieve new client growth.

Our plans include leveraging technology to make our services and products more accessible to more clients. We are further developing our funds management capability and solutions to ensure they are highly competitive, while investing in our people, to enhance their business development, relationship management and technical skills.

MyState’s wealth management business, Tasmanian Perpetual Trustees, is a trusted provider of wealth solutions with a great heritage and significant position in the Tasmanian market.

We are strengthening our client relationships through more regular contact.

Wealth Management’s Focus on Growth


Technology

Technology is playing a key role in MyState Group’s journey to become a significant modern Australian banking and financial services group, well connected with the customers and communities it serves.

We are making a considerable investment in rolling out an Information Technology program over several years. When completed, our systems will be significantly simplified, ensuring our business decisions are data driven, and thus enable us to respond quickly to changing customer needs in the digital age. Technology will help to empower our workforce, make our customers’ experience richer, and increase the efficiency and productivity of our staff.

The new systems and internal processes are primarily focused on what is best for the customer. They will enable our people and the organisation to move beyond being excellent service providers to become more relationship‑centric.

Our goal is to simplify our products, processes, systems and services to customers – and the way our customers can interact with us – to make us easy to do business with.

We will transform fragmented systems and manual processes for each brand, to a single view of our customer. It will give all our people the ability to develop deeper customer relationships and provide outstanding customer experiences, lifting customer satisfaction levels and increasing the number of customers who regard us as their main financial institution.

This multi‑pronged strategy is being introduced in stages over the next few years.

IMPROVED AROUND-THE-CLOCK DIGITAL SERVICEThe latest milestone in this business transformation program is the launch of our new internet and mobile banking platforms and applications later this year which will improve the digital experience for our customers. As an increasing number of customers expect to be able to interact with us 24 hours a day, we will continue to enhance these digital channels. In turn, this will help reduce costs and provide other operational efficiencies.

ONE SYSTEM: CONSOLIDATION OF CORE SYSTEMS AND DATA CENTREA key component of the group’s technological transformation is the decision to consolidate MyState’s and The Rock’s core banking systems into a single, contemporary core banking system.

The transition to a single core banking platform and to centralise our data centres will improve performance and risk management. It will significantly reduce the business risks of operating two different core systems. More importantly, it will provide greater agility to develop new products and services and deliver them to market faster. Potentially, it will also offer

Our focus on investing in technology is enabling us to become a customer-centric modern bank.

Technology

We are making a considerable investment in rolling out an information technology program over several years.


TechnologyContinued

an attractive platform for expansion, capable of supporting brands through partnerships, mergers and acquisition.

INVESTMENT IN NEW CUSTOMER RELATIONSHIP MANAGEMENT TECHNOLOGYThe staged introduction of a new customer relationship management (CRM) system will consolidate existing systems and offer a ‘single view of the customer’.

Front line staff will have a comprehensive snapshot of the customer’s relationship with us and all service centre staff will have a single system to support every customer interaction. Branch managers will be able to independently design and execute local area campaigns, while

staff using tablet devices in a branch will welcome customers and route them to the appropriate appointment or channel.

PROCESS IMPROVEMENT PROGRAM ADVANCESWe began an operations efficiency program in July 2015, initially to improve customer experience by simplifying processes and maximising efficiency within our operations and retail banking. This two-pronged approach uses the Six‑Sigma methodology – the world’s best‑practice methodology for business improvement – for specific projects and ‘Lean Thinking’ – a process which aims to create value using resources more efficiently – allowing staff to facilitate localised changes within their teams.

This program now aims to deliver significant benefits to customers’ digital experiences. Our internet banking service, for example, will provide easy account management for electronic statements, transactions and contacts and incorporate the latest

security features. We expect that, over time, these improvements will result in customers wanting to use our systems for more of their banking and wealth management needs.

NEW DATA WAREHOUSE TECHNOLOGY TO BETTER SERVE OUR CUSTOMERS The first stage of establishing a group data warehouse is underway to strengthen our data management capability. This will support our ‘single customer view’ approach to business and facilitate cross-selling opportunities.

By standardising business data across the group it will set up the framework for big data analysis enabling faster and easier access to data, consolidated business reporting, regulatory reporting and compliance, and allow easier integration of future technology tools.


Risk Management

MyState places great emphasis on maintaining a strong risk management and compliance culture throughout the Group.

Any enterprise that aims to generate shareholder value and benefit customers must take risks. MyState operates to ensure those risks are considered, assessed and managed according to the company’s risk management strategy and framework. We believe that the better risks are managed, the more likely it is that the Group will safeguard the interests of its stakeholders and reach its business objectives.

We strive to develop and maintain a risk-aware culture where employees have the confidence to ask questions and to challenge assumptions about the way the business is conducted.

Our risk management framework specifies how we manage many different types of risk – strategic, operational, reputational, regulatory, compliance and other categories including market risk, credit risk, liquidity risk and conduct risk associated with the manner in which we interact with our customers. MyState appointed a new Chief Risk Officer in late 2015 to focus on our risk management strategy, operational risk, compliance and fraud.

To make risk management a part of everyday decision making at all levels, all employees are responsible and accountable for all risk management activities relevant to their business units. This is part of our ‘three lines of defence’ model:

THE 1ST LINE OF DEFENCEIndividual business units and staff are responsible for the risks that originate in their respective business lines. They

identify, evaluate and manage these risks according to the company’s risk appetite statements and policies.

THE 2ND LINE OF DEFENCEThe risk management and compliance functions are responsible for providing independent risk management expertise, monitoring and oversight.

THE 3RD LINE OF DEFENCEInternal and external audit independently reviews and tests business unit compliance with risk policies and procedures, and regularly assesses the overall adequacy and effectiveness of the risk management framework.

Structures at Board and management level are responsible for these three lines of defence against risk. The Board and its Group Risk Committee are responsible for governance of the risk management framework and strategy. They ensure there are adequate resources, processes and systems in place to enable the risk policy and framework to function as intended.

The Group Audit Committee, responsible for overseeing financial and audit matters, particularly those required by the ASX, ensures the independence of our third line of defence. The managing director, Risk and Credit Committee, Asset and Liability Committee, chief risk officer, and members of the executive and management all cover risk management tasks, including monitoring and reporting, as well as reviewing processes and procedures and promoting a risk‑aware culture throughout the Group.

We strive to develop and maintain a risk-aware culture where employees have the confidence to ask questions and to challenge assumptions about the way the business is conducted.

In the past year we continued our emphasis on strong credit risk management and analytics, particularly in property lending. Enhanced regulator oversight of this aspect of the banking industry has led to increased oversight and detailed management of our lending policies and credit risk framework.

Our policies are continuously reviewed to address emerging trends and risk management practices. We also have heightened our focus on conduct risk as part of our efforts to build a risk‑aware culture that provides the right outcomes for customers. Conduct risk can arise through systems, processes or behaviours that allow inappropriate, unethical or unlawful behaviour that fails to deliver fair customer outcomes. MyState is committed to ensuring consistent and fair outcomes for our customers.

We focused on strengthening risk capabilities and culture across the organisation during the year, enhancing the policy governance framework to improve management, approval and oversight of policy and procedures.

This has seen improvement in our risk analytics capability, including a review of application scorecards aimed at improving their prediction rates and enabling faster decisions. Aspects of enterprise and operational risk oversight also were enhanced, to improve the risk management oversight across the group.

Risk Management


Our Communities

Our vision is to make a genuine difference to our customers and communities everyday. Being part of the community supports our purpose as a company. We believe that our success should be reflected in the community’s well-being, which in turn supports our growth.

We are particularly focused on young people, who we consider to be the future custodians of our communities. We want our community investments to support disadvantaged youth to help them achieve a high quality education, transition into employment and develop the life skills they need to thrive in a changing modern environment.

Some of our 2016 community initiatives included:

THE MYSTATE FOUNDATIONThe MyState Foundation has been helping to educate, nurture and support the young people of Tasmania since 2001. We enable local charities and organisations to help Tasmanian youth overcome the barriers that stand between them, their education, personal development and independence through grants which help young people access opportunities.

In 2016 the Foundation awarded $78,000 to 10 charitable or community organisations including the Blue Lagoon Christian Camp and Conference Centre, Camp Quality, CanTeen, Molenda Lodge, The Beacon Foundation, The Rotary Youth Leadership Awards and Christian Youth Centre, SecondBite, The Shepherd Centre for Deaf Children, The Smith Family and the Tasmanian Association of the Police Citizens’ Youth Clubs. In addition, the Foundation provided funding of $45,000 to the University of Tasmania Springboard to Higher Education program to encourage 25 students from 20 schools progress to further education.

HOBART HURRICANES 2MyState is proud to be a major partner of the Hobart Hurricanes cricket team, which competes nationally in Twenty20 cricket’s Big Bash League. Our sponsorship contributes to taking Tasmania to a national audience, as well as facilitating MyState’s engagement with community organisations working on youth issues in Tasmania.

MYSTATE STUDENT FILM FESTIVAL 5Tasmania’s premier youth artistic event helps young people develop key life skills such as creative thinking, communication, planning, teamwork, problem solving and management through the art of film. In 2015 the festival showcased 138 short films, representing the work of more than 520 students at 51 schools across Tasmania, culminating in a screening at Hobart’s Theatre Royal and the award of more than $10,000 in prizes.

STAN SIEJKA LAUNCESTON CYCLING CLASSIC 4Named after the northern Tasmanian neurologist, the Stan Siejka cycling race is a showcase cycling event for Tasmania and one of the best street criterium races in Australia. The 2015 race attracted about 20,000 spectators in Launceston.

Part of our Communities

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Our Communities

The MyState Foundation has distributed $1,567,780 through 249 grants since 2001.

DID YOU KNOW?

ROYAL HOBART HOSPITAL RESEARCH FOUNDATIONMyState was a sponsor of the RHH Research Foundation’s Easter Egg Hunt and Family Picnic Day, with all proceeds donated to further medical research in Tasmania. The RHH Research Foundation raises funds for health and medical research across Tasmania.

CQ CAPRAS QRL TEAM 3The Rock is a proud sponsor of the Central Queensland Capras Queensland rugby league team and provides support to junior and community programs, including the Capras’ Cyril Connell Cup and Mal Meninga Cup teams, helping young players to achieve their NRL dreams.

AGFEST 6MyState continued its support for Tasmania’s premier rural event, which in its 34th year attracted 58,285 people over three days including 764 exhibitors. Agfest funds the activities of the Rural Youth Organisation of Tasmania, supporting its programs and providing participants with opportunities for personal growth and leadership training. The event is expected to bring about $26 million into the state’s economy.

HARDIE FELLOWSHIP 1Tasmanian Perpetual Trustees is a proud event supporter of The Hardie Fellowship, which provides financial support for a number of teachers each year to pursue advanced study or research at a US university. Fellowship recipients then enrich the local community by passing on their learnings to others in Tasmania.

TOOSEY FOUNDATIONThe Toosey Foundation is responsible for the management of all fund raising for capital works at the Toosey Aged and Community Care complex, which includes a nursing home, at Longford in the northern midlands of Tasmania.

CAPE HOPE FOUNDATIONCape Hope Foundation strives to create tangible change in the northern Tasmanian community through the spirit of giving, humility and respect. This year, Tasmanian Perpetual Trustees helped Cape Hope raise funds for Starting Point Neighbourhood House, City Mission, Magnolia House (Launceston Women’s Shelter) and RAW (Rural Alive and Well Tasmania).

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Board of Directors

MILES L HAMPTON 1BEc(Hons), FCIS, FCPA, FAICDIndependent non-executive ChairmanAppointed 12 February 2009

Mr Hampton was appointed a Director of MyState Limited on 12 February 2009 and became Chairman on 29 October 2013. He has been a Director of Tasmanian Perpetual Trustees Limited since July 2006. He was appointed a Director of MyState Bank Limited in September 2009.

Mr Hampton is a member of the MyState Limited Board’s Group Audit Committee, Group Remuneration Committee and Chair of the Group Nominations and Corporate Governance Committee.

Mr Hampton was Managing Director of ASX listed agribusiness and real estate public company, Roberts Limited from 1987 until 2006. He is currently Chairman of TasWater and has previously been a Director of public companies Ruralco Holdings Ltd, Australian Pharmaceutical Industries, Wentworth Holdings Ltd, HMA Ltd and Gibsons Ltd and was a Director of Impact Fertilisers Pty Ltd, Chairman of Forestry Tasmania, Chairman of Hobart Water and Deputy Chairman of The Van Diemen’s Land Company.

MELOS A SULICICH 2BBus, GAICD, SA FINManaging Director and Chief Executive Officer Appointed 1 July 2014

Mr Sulicich is Managing Director and Chief Executive Officer of MyState Limited. He is also a Director of the MyState Community Foundation.

Mr Sulicich has extensive experience in a diverse range of businesses and industry sectors covering petrol retailing, financial services, industrial services, healthcare, transport and logistics.

From 2008 to 2013, he held the position of Chief Executive Officer of RAMS Financial Group, a subsidiary of Westpac. Prior to this, he spent eight years in general management positions for companies including Mayne Group, Adsteam Marine and the Spotless Group.

From 1995 to 2000, Mr Sulicich worked in various General Management positions for Colonial Group Limited, including General Manager Marketing, Director Sales and Marketing for Colonial UK Limited and General Manager, Network Financial Services.

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Board of Directors


Board of Directors

ROBERT L GORDON 3BSc, MIFA, MAICD, FAMIIndependent non-executive DirectorAppointed 12 February 2009

Mr Gordon is currently CEO of the Institute of Foresters of Australia ( IFA) having previously held the position of Managing Director, Forestry Tasmania.

He has been a company director for seventeen years including six years as Chairman of connectfinancial. Mr Gordon has been a director of companies in the Tourism industry, Research & Development, Construction and infrastructure industries.

Mr Gordon was appointed as a Director of MyState Bank on 1 July 1998. He is Chairman of MyState Community Foundation Limited and was appointed a Director of Tasmanian Perpetual Trustees Limited on 22 September 2009.

He is the Chairman of MyState Limited Board’s Group Technology Committee and a member of the Group Nominations & Corporate Governance Committee and the Group Risk Committee.

SARAH MERRIDEW 4BEc, FCA, FAICDIndependent non-executive DirectorAppointed 12 February 2009

Mrs Merridew is a non‑executive Director of Tasmanian Railway. She is Honorary Treasurer of the Royal Flying Doctor Service Tasmania and actively involved with other community organisations.

Mrs Merridew was formerly a Director of Tasmanian Public Finance Corporation and a partner of Deloitte Touche Tohmatsu. She is an experienced company director and has extensive experience in providing audit, risk management and business advisory services to the public and private sectors.

Mrs Merridew was appointed a Director of MyState Bank and subsidiaries on 22 September 2009 and a Director of Tasmanian Perpetual Trustees on 11 December 2001, following her previous appointment to the Board of Perpetual Trustees Tasmania Limited.

She is the Chair of MyState Limited Board’s Group Risk Committee and a member of the Group Technology Committee.

PETER D ARMSTRONG 5BEc(Hons), DipED, DipFP, CPA, FAICD, FAMIIndependent non-executive DirectorAppointed 12 February 2009

Mr Armstrong is Chairman of the MyState Limited Board’s Group Remuneration Committee and a member of the Group Nominations and Corporate Governance Committee.

He is a former Chairman of connectfinancial and Teachers, Police and Nurses Credit Union. Mr Armstrong was appointed a Director of MyState Bank on 1 July 1998.

He was appointed a Director of Tasmanian Perpetual Trustees Limited on 22 September 2009.

Mr Armstrong is a career educator at senior secondary and tertiary levels and is a Fellow of both the Australian Institute of Company Directors and Australasian Mutuals Institute.

BRIAN V BISSAKER 6BEc, FCA Independent non-executive DirectorAppointed 1 May 2016

Mr Bissaker was CEO of Virgin Money Australia and a group executive of Bank of Queensland, after leading the team that acquired Virgin Money for the bank. Prior to this, he spent 10 years with Commonwealth Bank, including six years as CEO of Colonial First State which had funds under management of $70 billion. During this time he was also a director and deputy chairman of the Financial Services Council. Earlier, he held senior management positions with BT Funds Management and KPMG.

He is currently an adjunct professor of management education at University of Sydney Business School.

Mr Bissaker holds a Bachelor of Economics from the University of Sydney and is a Fellow of the Institute of Chartered Accountants.

He is a member of MyState Limited Board’s Group Audit Committee and Group Risk Committee.

COLIN M HOLLINGSWORTH 7CPA, MAICD, FAMIIndependent non-executive DirectorAppointed 12 February 2009

Mr Hollingsworth was formerly General Manager, Corporate Services, TAFE Tasmania having previously held senior positions with the Australian Government. He was Finance Director with the Australian Department of Finance in Tasmania and Washington DC in the United States of America.

Mr Hollingsworth is an experienced company director and former Chairman and Director of both CPS and Island State Credit Unions.

He has extensive experience in financial management, audit and banking operations both in Australia and the United States of America.

Mr Hollingsworth was appointed a Director of MyState Bank and subsidiary companies on 1 July 2007 and Tasmanian Perpetual Trustees Limited on 22 September 2009.

Mr Hollingsworth is Chairman of MyState Limited Board’s Group Audit Committee and a member of the Group Risk Committee.

STEPHEN E LONIE 8BCom, MBA, FCA, FFin, FAICD, FIMCAIndependent non-executive DirectorAppointed 12 December 2011

Mr Lonie was a former Partner of the international accounting and consulting firm KPMG and now practices as an independent management consultant.

Currently, he is non‑executive Chairman of Central Queensland mining group, Jellinbah Resources Pty Ltd and is a non‑executive Director of Corporate Travel Management Ltd and Retail Food Group Ltd. He is also a member of the Australian Computer Society.

Mr Lonie is a member of MyState Limited Board’s Group Audit Committee, Group Remuneration Committee and Group Technology Committee.

Mr Lonie was formerly a non‑Executive Director of CMI Limited (December 2012 - February 2013), and Dart Energy Ltd (September 2013 to October 2014).


Key Management Personnel

1

76

2

3 4 5




HUW BOUGH 1DipFS(FP), DipF&MB, MAICDGeneral Manager, Sales and Distribution

Mr Bough is responsible for the leadership, operation, customer service and sales performance of MyState Limited group’s sales divisions. He joined the company in August 2014.

Previously, he held national executive distribution roles in banking and financial services organisations including nine years at Westpac, where he was General Manager franchise for RAMS Financial Group from October 2011 to July 2014 and General Manager Westpac Mortgage Broker Distribution from November 2008 to October 2011. Before that, he was head of RAMS Home Loans’ broker sales from April 2005 to November 2008.

DAVID HARRADINE 2BCom, CA, MIIA, CIAChief Financial Officer

Mr Harradine is responsible for controlling the financial management activities within the group through leadership of the Finance, Budgeting and Forecasting, Planning and Treasury teams. Mr Harradine commenced with MyState Limited in March 2015.

Prior to joining MyState Mr Harradine was an audit Partner with the accounting and advisory firm Deloitte. David is Chairman of the Board of CatholicCare Tasmania and a Board member of Affordable Community Housing Alliance Tasmania.

MANDAKINI KHANNA 3Post DipBusAdm, Post DipBusFin, BComChief Risk Officer

Ms Khanna is responsible for Enterprise Risk Management throughout the MyState Group and directly oversees the management and operations of the Legal and Compliance, Enterprise Risk Management, Fraud Risk and Credit Risk Teams.

Ms Khanna was appointed in December 2015. She has 17 years’ experience in banking and finance with GE Capital across a range of commercial and retail lending products. Working across diverse geographies and products, her experience includes underwriting, account management, portfolio management, analytics and enterprise risk. Ms Khanna is a trained and certified Six Sigma black belt.

PAUL MOSS 4BEng(Hons)General Manager, Technology and Operations

Mr Moss is responsible for the strategic direction and delivery of MyState Limited’s back office processing and technology.

He joined the company in May 2015 having previously been a Director of IT Advisory at KPMG in Tasmania. Prior, Mr Moss spent 11 years at Betfair, in the UK and Australia, as Director of Information Systems and Operations, focusing on strategy development, global infrastructure deployments and customer experience. Before that he occupied technical leadership positions in UK‑based investment banks.

CHRIS THORNTON 5BSc(Hons)General Manager, Product and Marketing

Mr Thornton is responsible for end-to-end product performance, customer and brand strategy. He joined MyState in April 2015 having held product and marketing leadership roles in Australia and the UK with RAMS Financial Group, Virgin, Dell, AAPT and 3M.

Mr Thornton has extensive experience in developing and implementing marketing strategy, brand building, product development and customer lifecycle management.

ANDREW POLSON 6BCom, MMgmt(Marketing)General Manager, Wealth Management

Andrew was appointed General Manager, Wealth Management in February 2016. He is responsible for the strategic, financial and ongoing management of the group’s Wealth division, which includes Financial Planning, Investment Management and Trustee capabilities. Over his 20‑year financial services career Andrew has fulfilled both executive and specialist roles across Wealth Management and Banking at ANZ, IOOF and NAB.

Andrew joined MyState from ANZ Banking Group, where he held senior roles across Private Banking, Investments and Trustees over eight years. His most recent role with ANZ was as Global Head of Investment Management and Implementation for their Wealth Division. Prior to that he was the General Manager Investments at ANZ Private Bank and ANZ Trustees, Head of Product at ANZ Private Bank and Head of Product, Retail Funds Management, at IOOF.

AARON PIDGEON 7Post DipBusManGeneral Manager, Human Resources and Property

Mr Pidgeon has worked with MyState Limited for 10 years and is responsible for the strategic direction and delivery of MyState Limited’s Human Resource and Property Management.

Mr Pidgeon has worked in various leadership positions within MyState Limited, including the MyState retail network and oversight of Project Management and Operations. Prior to MyState, Mr Pidgeon worked in leadership positions with the Commonwealth Bank of Australia. Mr Pidgeon is currently undertaking studies towards a Masters in Human Resources.


21Directors’ Report MyState LimitedAnnual Report 2016

COMPANY SECRETARY• Scott A Lukianenko Ad Dip BMgmt, Grad Cert BA, GIA (Cert)

Company Secretary

Principal Activities

Banking Services Trustee Services Wealth Management

• Personal, residential and business lending

• Transactional and internet banking• Insurance and other alliances• Savings and investments• Business banking• Agribusiness

• Estate planning• Estate and trust administration• Power of attorney• Corporate and custodial trustee

• Managed fund investments• Financial planning• Portfolio administration services• Portfolio advisory services• Private client services

MyState Limited provides banking, trustee and wealth management products and services through its wholly-owned subsidiaries MyState Bank Limited and Tasmanian Perpetual Trustees Limited.

There have been no significant changes in the nature of the principal activities of the Group during the financial year.

Operating and Financial ReviewThe Group posted a statutory profit after income tax for the year ended 30 June 2016 of $28.334 million (2015: $32.513 million).

Underlying profit after income tax was $31.062 million. (2015: $29.719 million).

DividendsThe Directors have declared a fully franked (at 30%) final dividend of 14.5 cents per share. The dividend will be payable on 3 October 2016 to shareholders on the register at 5pm EST on 2 September 2016.

Dividends paid in the year ended 30 June 2016 were as follows:

• In respect of the year ended 30 June 2015, a fully franked dividend of 14.5 cents per share, amounting to $12.659 million, was paid on 2 October 2015.

• In respect of the half year ended 31 December 2015, a fully franked dividend of 14 cents per share, amounting to $12.227 million, was paid on 24 March 2016.

Directors’ Report

Your Directors present their report on MyState Limited (the Company) for the financial year ended 30 June 2016.

DIRECTORS• Miles L Hampton BEc(Hons), FCIS, FCPA, FAICD

Chairman and independent non-executive Director

• Melos A Sulicich BBus, GAICD, SA FIN Managing Director

• Peter D Armstrong BEc(Hons), DipED, Dip FP, CPA, FAICD, FAMI Independent non-executive Director

• Brian V Bissaker BEc, FCA – appointed 1 May 2016 Independent non-executive Director

• Robert L Gordon BSc, MIFA, MAICD, FAMI Independent non-executive Director

• Colin M Hollingsworth CPA, MAICD, FAMI Independent non-executive Director

• Stephen E Lonie BCom, MBA, FCA, FFin, FAICD, FIMCA Independent non-executive Director

• Ian G Mansbridge CPA, FCIS, FCIM, – retired 30 April 2016 Independent non-executive Director

• Sarah Merridew BEc, FCA, FAICD Independent non-executive Director

22 Directors’ Report MyState LimitedAnnual Report 2016

Review and Results of OperationsFINANCIAL PERFORMANCEMyState Limited posted a statutory profit after income tax for the year ended 30 June 2016 of $28.334 million, a decrease of 12.9% on the prior year.

Underlying profit after tax was $31.062 million, an increase of 4.5% on the prior year.

Underlying earnings per share increased by 4.4% to 35.5 cents per share on the prior year, with underlying return on equity increasing 22bps to 10.6% over the same period.

The underlying result removes the current year impact of a write down in intangible software assets associated with a decision to consolidate separate core banking systems as well as expenditure on merger and acquisition activity in pursuit of inorganic growth opportunities.

35

30

25

20

15

10

5

0

$ M

illio

ns

NET PROFIT AFTER TAX

2012 2013 2014 2015 2016

25.528.5 29.6 29.7(i) 31.1(i)

(i) Underlying results exclude on a post-tax basis:FY16 – $1.8m M&A related costs, $1.0m write down of intangible software FY15 – $3.9m profit on sale of Cuscal shares, $1.1m restructuring costs

The growth in underlying profit to $31.062 million was underpinned by strong loan book growth and a focus on margin management.

The board considers that the result was all the more pleasing because it was achieved with accompanying improvement in a broad range financial performance metrics, maintenance of credit quality, investment in improved organisational capability and investment in technology.

Investments in technology including digital and contemporary platforms will enhance the customer experience while delivering efficiencies in back office operations.

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

0

$ Bi

llion

s

STRONG LOAN BOOK MOMENTUM CONTINUES

2013 2014 2015 2016

3.03 3.05

3.543.86

The Banking division’s loan book increased by $309m or 8.7%, over the financial year, growing at 1.4x system.

The Group successfully grew the loan book, whilst maintaining credit quality. Impairment charges are 3 basis points of the total loan book and 30 day arrears are at 0.7%, both metrics well below peers and the major banks. Impairment expense increased by $0.619m reflecting a larger loan book.

Geographic diversification continues with loan growth achieved in all major states. New South Wales and Victoria comprised 23% of the home loan book at June 2016. The loan growth is a reflection of the successful third party channel strategy and a reinvigorated focus within the retail network.

INCOMENet Interest Income (NII) growth was $5.475m or 6.6% during the year.

Net interest margin (NIM) declined 15 basis points from 2.28% to 2.13% during the year. The reduction is attributable to increased competition across the sector, costs associated with a change in mix to third party channels and The Reserve Bank of Australia (RBA) official cash rate reductions. The RBA cut the cash rate by 0.25% in May 2016 and a further 0.25% in August 2016, leaving the official interest rate at a historic low of 1.5%.

MyState’s NIM is above its peers and margin management continues to be a key focus for the business in a low cash rate environment and heightened competition for deposits.

Banking non-interest income declined by $0.409m (2.3%), due to reductions in insurance commission revenue.


NET INTEREST MARGIN (%)

FY 2014 FY 2015 Asset Price Originati on Costs

Asset Mix Funding Price

Funding Mix FY 2016

0.21%

2.43%

2.28%

0.11%

3rd party costs

0.15%

0.34%

0.06%0.01%

0.30%

0.04%

2.13%

However, loan fees grew by $0.439m (10.7%) as settlement momentum continued into FY16.

FY16 was a challenging year for the wealth business. Total Funds Under Management (FUM) in the wealth division decreased slightly by 0.9% to $1.008b from the prior year and management fee revenue declined by $0.098m and capital and income commissions from trustee services also fell.

The appointment in the latter half of the year of a General Manager Wealth Management reflects MyState’s determination to recapture both market share and momentum in this part of the business.

ExpensesUNDERLYING OPERATING EXPENDITURE ($m)

2015 People cost and

capability development

Hosti ng and new

technology maintenance

Marketi ng and

community involvement

Property effi ciencies

Payment system

Other 2016

$ Millions

1.5% cost growth $76.79

$0.92

$0.64

$0.59$0.89

$0.35 $0.31

$78.01

The Group continues to manage its cost base prudently. Underlying expense growth has been contained to 1.5% on the prior year, a result of a combination of focus on efficiency and ongoing expenditure prioritisation. The business continues to reinvest operational expense efficiencies into

talent development, new customer facing systems, product development and marketing.

The cost-to-income ratio improved to 63.2%, from 64.3% in the prior year.

Capital Position

2015 Sub-Debt and DRP

Profi t Dividends Paid

Capitalised Intangibles

Securiti sed Assets

Risk Weighted

Assets

Other 2016

CET1 12.52%

1.27%

1.90% 1.68%

0.04% 0.65%

1.64%

0.10%

CET1 11.43%

CET2 1.61%

13.04%12.68%

CET2 0.16%

The Group has maintained its balance sheet strength, with a capital ratio at 13.04%, supported by the inaugural Medium Term Note issuance in August 2015 which provided capital and funding diversification.

The Group maintains capital options that will enable us to support lending growth and targeted investment in systems to enhance customer experience and deliver productivity.

During the financial year, ratings agency S&P Global affirmed MyState Bank’s BBB rating, improving its outlook from stable to positive.

OutlookThe directors expect that the Banking division will continue to build its sales momentum through broker and aggregator distribution networks, in conjunction with improved sales management in the direct channel.

The Wealth Management and trustee business will be supported through product development and rationalisation activities, as well as improving product penetration across the Group’s customer base, particularly in Tasmania and Queensland.

Looking forward, the Group will continue to invest in digital capability to enhance service levels for customers and brokers, as well as to streamline business provides a platform for continued profitable growth.

24 Directors’ Report MyState LimitedAnnual Report 2016

State of AffairsDuring the financial year, there was no significant change in the state of affairs of the Company other than referred to in the review and results of operation.

Events Subsequent To Balance Date In the opinion of the Directors, there has not arisen, in the period between the end of the financial year and the date of this report, any material item, transactions or event that is likely to significantly affect the operations of the consolidated entity.

Likely Developments and Expected ResultsDirectors do not foresee any material changes in the likely developments in the operations or the expected results of those operations in future financial years.

Directors consider that the disclosure of additional information in respect of likely developments in the operations or the expected results of those operations may unreasonably prejudice the Company. Accordingly, this information has not been disclosed in this report.

Environmental RegulationThe Company is not subject to significant environmental regulation.

REVIEW OF OPERATIONS (CONTINUED)

Directors’ MeetingsThe number of meetings of Directors (including meetings of the Committees of Directors) held during the year and the number of meetings attended by each director are as indicated in the following table:

MYSTATE LIMITED DIRECTORS’ MEETINGS 2015/2016

Director Board MeetingsGroup Audit Committee

Group Remuneration

CommitteeGroup Risk Committee

Group Nominations & Corporate Governance Committee

Group Technology Committee

A B A B A B A B A B A B

P Armstrong 14 16 n/a n/a 5 5 n/a n/a 3 3 n/a n/a

B Bissaker (appointed 1/5/16)

5 5 1 2 n/a n/a n/a n/a n/a n/a n/a n/a

R Gordon 16 16 n/a n/a n/a n/a 6 6 4 4 3 3

M Hampton 16 16 6 6 5 5 n/a n/a 4 4 n/a n/a

C Hollingsworth 16 16 6 6 n/a n/a 5 5 n/a n/a n/a n/a

S Lonie 14 16 6 6 5 5 n/a n/a n/a n/a 3 3

I Mansbridge (retired 30/4/16)

6 11 n/a n/a n/a n/a 4 6 2 3 n/a n/a

S Merridew 15 16 n/a n/a n/a n/a 6 6 n/a n/a 3 3

M Sulicich 16 16 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

A – Number of meetings attendedB – Number of meetings eligible to attend


Directors’ Interests Interest in the shares of the Company and Managed Investment Funds offered by a related Body Corporate as at the date of this report are set out in the following table.

Beneficially Held Non beneficially Held Managed Funds Direct Managed Funds Indirect

P D Armstrong 987 7,041 – –

R L Gordon 14,387 – – –

M L Hampton – 612,568 – –

C M Hollingsworth 3,000 17,274 – –

S E Lonie – 51,795 – –

I G Mansbridge (retired 30/4/16)

– 170,000 – –

S Merridew 4,000 20,000 – –

M A Sulicich – 35,000 – –

Indemnification and Insurance of Directors and OfficersThe Company has paid, or agreed to pay, a premium in relation to a contract insuring the Directors and Officers listed in this report against those liabilities for which insurance is permitted under Section 199B of the Corporations Act 2001.

The Company has not otherwise, during or since the relevant period, indemnified or agreed to indemnify an Officer or Auditor of the Company or of any related body corporate against a liability incurred as such an Officer or Auditor.

Non-Audit ServicesDuring the year, Wise Lord & Ferguson, the Company’s auditor has performed certain other services in addition to their statutory duties. Further details are set out in note 8.2 to the financial statements.

The Board has considered the non-audit services provided during the year by the auditor and, in accordance with written advice provided by the Group Audit Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001, for the following reasons:

• All non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Group Audit Committee to ensure that they do not impact the integrity and objectivity of the auditor; and

• The non-audit services provided do not undermine the general principles relating to the auditor independence as they related to technical disclosure issues.

Auditor’s Independence Declaration to the DirectorsThe Directors received the following declaration from the auditor of the Company:

In relation to our audit of the financial report for the consolidated group for the financial year ended 30 June 2016, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

This declaration is in respect of MyState Limited and the entities it controlled during the period.

J Doyle Partner Wise Lord & Ferguson Hobart

Dated 22 August 2016

26 Remuneration Report MyState LimitedAnnual Report 2016

Remuneration Report

MYSTATE LIMITED REMUNERATION REPORTThis Remuneration Report forms part of the Directors’ Report and outlines the Director and Executive remuneration arrangements of MyState Limited (the Company or MYS) for the year ended 30 June 2016, in accordance with the requirements of the Corporations Act 2001 and its regulations.

For the purposes of this report, Key Management Personnel (KMP) are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any Director (whether Executive or otherwise) of the Company.

Contents1. Group Remuneration Committee

2. Remuneration Philosophy

3. Consequences of Performance on Shareholder Wealth

4. Key Management Personnel

5. Non-Executive Director Remuneration

6. Managing Director and Executive Remuneration

6.1 Fixed Annual Remuneration

6.2 Short Term Incentive

6.3 Executive Long Term Incentive Plan

7. Remuneration of Key Management Personnel

8. Shareholdings of Key Management Personnel

9. Loans to Key Management Personnel

10. Contract Terms and Conditions

1. Group Remuneration CommitteeThe Board has established a Group Remuneration Committee that assists the Directors in discharging the Board’s responsibilities in relation to remuneration and human resource responsibilities by reviewing and making recommendations to the Board on:

• Remuneration policy and arrangements for Directors, the Managing Director and other Executives, having regard to comparative remuneration in the financial services industry and independent advice, including assessment of the Remuneration Policy’s effectiveness and compliance with the requirements of APRA Prudential Standards.

• Applicable Human Resource Policies, Practices and ratification of industrial instruments, to ensure compliance with all legal and regulatory requirements.

• Matters such as the Company’s Employee Share Scheme or other incentive schemes for Executives and staff.

• Succession planning, to ensure the Company has sufficiently skilled staff to competently perform their roles.

The Group Remuneration Committee monitors the potential for actual or perceived conflict of interest regarding Executive Director involvement in Board decisions on remuneration packages and also in monitoring the involvement of Management generally in Committee discussions and deliberations regarding remuneration policy. No Executive is directly involved in deciding their own remuneration.

2. Remuneration PhilosophyThe objective of the Company’s Remuneration Policy is to encourage behaviours that supports the sustained financial performance and security of the Group and to reward Executive and Management efforts which increase shareholder and customer value.

The Remuneration Policy is premised on:

• Appropriately balanced measures of performance;• Variable performance based pay for Executives involving

short and long-term incentive plans;• Recognition and reward for strong performance; • A considered balance between the capacity to pay and the

need to pay to attract and retain capable staff at all levels; • The exercise of Board discretion as an ultimate means to

mitigate unintended consequences of variable pay and to preserve the interests of the shareholders; and

• Short-term and long-term incentive performance criteria being structured within the overall risk management framework of the Company.

27Remuneration Report MyState LimitedAnnual Report 2016

3. Consequences of Performance on Shareholder Wealth In considering the Company’s performance and benefits for Shareholder wealth, the Group Remuneration Committee has regard to the following indices:

Indicator2012

$’0002013

$’0002014

$’0002015

$’0002016

$’000

Underlying Profit after income tax 25,483 28,457 29,571 29,719 31,062

Underlying Earnings per share (cents) 29.91 32.68 33.91 34.04 35.52

Dividends paid 19,564 24,378 24,417 24,880 24,886

Share price (dollars) 3.05 4.24 4.64 4.83 4.13

Underlying Return on equity 9.3% 10.2% 10.5% 10.4% 10.6%

The performance measures for triggering both the Company’s cash based Short Term Incentive Plan (STI) and Executive Long Term Incentive Plan (ELTIP) have been tailored to align “at-risk” remuneration and performance hurdle thresholds to the delivery of financial and operational objectives and sustained shareholder value growth.

STI includes financial and non-financial metrics.

ELTIP performance measures are based on total shareholder return (TSR) for the “2012” and “2013” offers. For the “2014” and “2015” offers, the measures are weighted equally between relative TSR performance and absolute return on equity (ROE). The relative TSR is a measure which incorporates both dividends paid and movements in share prices, whilst absolute ROE is a measure of corporate profitability.

In accordance with best practice corporate governance, the structure of Non-Executive Director remuneration is separate and distinct from Executive remuneration.

COMPOSITION OF CEO AND EMT REMUNERATION

ELTIP, 18.75%

STI, 18.75%STI,

25%

FAR,50%

CEO Exec

ELTIP, 25%

FAR, 62.5%

At Risk

At Risk

Fixed

Fixed

Year 3Year 3

Year 1

Year 1

Year 1

Year 1

The Company links the nature and amount of the remuneration of the Executive Management Team (EMT), comprising the Managing Director and Executives directly reporting to the Managing Director, to its financial and operational performance. The remuneration packages for the EMT are based on a notional Total Target Reward (TTR) which, from time to time, may comprise one or more of the following:

• Fixed annual reward (inclusive of superannuation and salary sacrifice) (FAR);

• Cash based short term incentives (STI); and • Equity based long term incentives (LTI).


4. Key Management Personnel The Key Management Personnel (KMP) of the Company in office during the year and up to the date of this report were as follows:

Name Position Movements in 2016 Financial Year

Non-Executive Directors

Miles Hampton Non Executive Chairman

Peter Armstrong Non Executive Director

Brian Bissaker Non Executive Director Appointed 1 May 2016

Robert Gordon Non Executive Director

Colin Hollingsworth Non Executive Director

Stephen Lonie Non Executive Director

Ian Mansbridge Non Executive Director Ceased 30 April 2016

Sarah Merridew Non Executive Director

Executive Directors

Melos Sulicich Managing Director and Chief Executive Officer

Executives

Huw Bough General Manager Sales and Distribution

Miles Farrow Acting Chief Risk Officer Ceased Acting CRO 30 November 2015

David Harradine Chief Financial Officer

Mandakini Khanna Chief Risk Officer Appointed 1 December 2015

Paul Moss General Manager Technology and Operations

Aaron Pidgeon General Manager HR & Property

Andrew Polson General Manager Wealth Management Appointed 22 February 2016

Chris Thornton General Manager Product and Marketing

5. Non-Executive Director RemunerationThe Company’s Non-Executive Directors (NEDs) receive only fees, including statutory superannuation, for their services and the reimbursement of reasonable expenses. These fees may be taken as shares subject to prior shareholder approval. They do not receive any retirement benefits other than statutory superannuation.

The Board reviews its fees to ensure the Company’s NEDs are fairly remunerated for their services, recognising the level of skill and experience required to conduct the role and that the fee scale will enable the Company to attract and retain talented NEDs.

The advice of independent remuneration consultants is taken to ensure that the Directors’ fees are in line with market standards.

The aggregate remuneration paid to all the NEDs, inclusive of statutory superannuation, may not exceed the $950,000 amount fixed by Shareholders at the October 2012 Annual General Meeting of Shareholders. This “fee pool” is only available to NEDs.


Each NED currently receives $85,000 per annum inclusive of statutory superannuation and the Chairman receives $212,500 per annum inclusive of statutory superannuation.

Board Committee Chairs are paid an additional amount of: Group Audit, $15,000; Group Risk, $12,500; Group Technology, $12,500 and Group Remuneration, $12,500 per annum inclusive of statutory superannuation. Additionally, Members of Board Committees are paid $5,000 per annum per committee, inclusive of statutory superannuation.

6. Managing Director and Executive Remuneration

6.1 FIXED ANNUAL REMUNERATION The Fixed Annual Remuneration (FAR) is paid by way of cash salary, superannuation and salary sacrificed fringe benefits and is reviewed annually by the Group Remuneration Committee. The Board appoints external consultants on a regular basis to provide analysis and advice to the Committee to ensure that Executive remuneration is competitive and appropriately structured.

The individual executive remuneration arrangements reflect the complexity of the role, individual responsibilities, individual performance, experience and skills.

6.2 SHORT TERM INCENTIVE The STI is an annual “at risk” incentive payment. It rewards EMT members for their contribution towards the achievement of the Company’s strategic goals. The maximum potential payment is calculated as a percentage of the FAR of each EMT member and is payable in cash and/or superannuation contributions.

Payment is conditional upon the achievement, during the financial year under review, of financial and non-financial performance objectives. The measures are chosen and weighted to best align the individual’s contribution to the Key Performance Indicators (KPI’s) of the Company and its overall performance. There is no fixed minimum payment amount. The KPI’s are measures relating to Company and personal performance accountabilities and include financial, strategic, operational, cultural, compliance, risk management and customer/stakeholder engagement measures.

Each year, the Group Remuneration Committee, in consultation with the Board, sets the KPI’s for the Managing Director who, in turn, recommends KPI’s for Executives to the Board through the Group Remuneration Committee. The Group Remuneration Committee seeks to endorse KPI’s that provide a robust link between Executive reward and the key drivers of long term shareholder value.

At the end of the financial year, the Managing Director assesses the performance of the Executives against their KPIs set at the beginning of the financial year. Based upon that assessment, a recommendation for each Executive is made to the Group Remuneration Committee as to the STI payment.

At the end of the financial year, the Group Remuneration Committee assesses the performance of the Managing Director against the KPIs set at the beginning of the financial year.

The Group Remuneration Committee recommends the STI payments to be made to the Managing Director and Executives for approval by the Board. Approval and payment of a STI to the Managing Director or Executives is at the complete discretion of the Board. If the results on which any STI reward was based are subsequently found by the Board to have been the subject of deliberate management misstatement, the Board may require repayment of the relevant STI, in addition to any other disciplinary actions.

Current STI OffersDetails of STI that affect the calculation of KMP remuneration for the 2015/2016 financial year are set out in the following tables. During the financial year, KMP were paid their STI entitlement, as assessed, in respect of the 2014/2015 financial year. Assessment and payment of STI bonuses in respect of the 2015/2016 financial year has been completed in August 2016.


Details of the amounts paid and forfeited are set-out in the accompanying table.

2014/2015 STI


Max. % (of FAR) Max Payable % Awarded % Forfeited

Amount Paid $

% Which is not yet assessed for payment

Melos Sulicich 50% $275,000 48.86% 51.14% $134,370 -%

Huw Bough(3) 30% $84,427 38.77% 61.23% $32,731 -%

Miles Farrow 15% $28,678 42.79% 57.21% $12,272 -%

David Harradine(3) 30% $30,929 31.97% 68.03% $9,889 -%

David Mills 15% $30,000 30.00% 70.00% $9,000 -%

Paul Moss 30% $11,441 46.87% 53.13% $5,363 -%

Stephen Pender(2) 15% $30,000 22.50% 77.50% $6,750 -%

Aaron Pidgeon 15% $41,625 37.64% 62.36% $15,668 -%

Tim Rutherford 30% $120,262 0% 100% $0 -%

Tom Taylor(1) 58.3% $112,088 46.75% 53.25% $52,405 -%

Chris Thornton(3) 30% $18,674 41.32% 58.68% $7,717 -%

Natasha Whish-Wilson(2) 30% $99,806 24.42% 75.58% $24,375 -%

(1) During his engagement as Chief Financial Officer, Mr Taylor was continuously employed under several consecutive fixed term contracts. Due to the nature of this engagement, which did not coincide with the annual performance period applying to other members of the EMT, he was offered STIs in respect of each contract period. After the conclusion of each period, Mr Taylor’s entitlement to an STI payment has been assessed and paid. The maximum STI payment, as a percentage of FAR, applying to Mr Taylor’s offers, takes account of the fact that he is not entitled to receive any reward under the ELTIP.

2) STI paid on departure.

3) Pro-rata Max Payable based on commencement date.

2015/2016 STI


Max. % (of FAR) Max Payable % Awarded % Forfeited

Amount Paid $

% Which is not yet assessed for payment

Melos Sulicich 50% $275,000 36.36% 63.64% $100,000 -%

Huw Bough 30% $96,000 52.08% 47.92% $50,000 -%

David Harradine 30% $106,500 56.34% 43.66% $60,000 -%

Paul Moss 30% $87,000 33.60% 66.40% $29,232 -%

Aaron Pidgeon 15% $41,250 23.10% 76.90% $9,529 -%

Chris Thornton 30% $96,000 41.67% 58.33% $40,000 -%

Mandakini Khanna(1) 30% $57,750 60.61% 39.39% $35,000 -%

Andrew Polson(1) 30% $41,250 32.60% 67.40% $13,448 -%

(1) Pro-rata Max Payable based on commencement date.


6.3 EXECUTIVE LONG TERM INCENTIVE PLAN (ELTIP)

The ELTIP provides a long term “at risk” incentive, assessed over a three year performance period. It was established by the Board to reward the Executive Management Team (EMT), comprising the Managing Director and participating Executives, to have a greater involvement in the achievement of the Company’s objectives. To achieve this aim, the ELTIP provides for the issue to participating Executives of fully paid ordinary shares in the Company if performance criteria specified by the Board are satisfied over a set performance period.

Under the ELTIP, an offer may be made to individual members of the EMT every year as determined by the Board. The maximum value of the offer is determined as a percentage of the FAR of each member of the EMT. As a general guide, noting that the Board has absolute discretion, the current maximum percentages used are 50% for the Managing Director and between 15% and 30% for participating Executives. The value of the offer is converted into fully paid ordinary shares based upon the weighted average price of the Company’s shares over a twenty trading day period from the 1st of July.

Where an Executive commences employment with the Company post 1 July in a given year, the following conditions will apply in respect of ELTIP:

• Upon recommendation by the Managing Director, and if deemed eligible by the Board, the Executive shall receive a pro rata offer for that year, unless that person commences employment between 1 April and 30 June, in which case, they shall not be entitled to receive an offer for that financial year;

• Calculations for ELTIP entitlements in terms of the 20 day VWAP, must be consistent with the offers for that year, irrespective of the date that an employee commences or to whom an offer to participate is made; and

• Where an ELTIP participant ceases employment with MyState during a performance period due to expiration of a fixed term contract, the offer shall be assessed at the end of the performance period along with all other participants, subject to meeting the 12 month employment hurdle that applies to any ELTIP offer.

In order for the shares to vest in each eligible member of the EMT, certain performance criteria must be satisfied within the predetermined performance period. Both the performance criteria and the performance period are set by the Board at its absolute discretion. The Board has set the performance period for three financial years, commencing with the year in which an offer is made under the plan. The performance criteria is relative Total Shareholder Return (TSR) and absolute Return on Equity (ROE) equally weighted at 50%.

The ELTIP provides for an independent Trustee to acquire and hold shares on behalf of the participating Executives. The Trustee is funded by the Company to acquire shares, as directed by the Board, either by way of purchase from other shareholders on market, or issue by the Company. Vesting of

shares occurs once an assessment has been made after the performance period and once the Board resolves to notify the Trustee to issue entitlements under the relevant ELTIP Offer.

Where shares have vested, the Trustee will allocate those shares to each eligible member of the EMT in accordance with their entitlement. The Trustee will hold the shares which have been allocated on behalf of the eligible EMT member. During the period that allocated shares are held by the Trustee, the eligible EMT member is entitled to receive the income arising from dividend payments on those shares and to have the Trustee exercise the voting rights on those shares in accordance with their instructions.

The participating EMT member cannot transfer or dispose of shares which have been allocated to them until the earlier of:

• The seventh anniversary of the original offer date of the grant;

• Upon leaving the employment of the Company;• Upon the Board giving permission for a transfer or sale to

occur; or• Upon a specified event occurring, such as a change in

control of the Company.

Upon request, the Board will release vested shares to an Executive to the extent required to meet a taxation assessment directly related to the award of those shares.

On separation from the Company, ELTIP shares will be released only if the separation is due to a Qualifying Reason or is at the initiation of the Company without cause. Effective as of the 2014 ELTIP Offer, if this separation occurs within the three year performance period, shares will be allocated on a pro-rata basis, following the completion of each applicable performance period and applicable performance assessment.

A Qualifying Reason, as defined by the ELTIP Plan Rules, is death, total and permanent disability, retirement at normal retirement age, redundancy or other such reason as the Board, in its absolute discretion, may determine.

Vesting of shares to the Managing Director and eligible Executive is at the complete discretion of the Board. Any shares to be allocated to the Managing Director under this Plan require shareholder prior approval in accordance with ASX Listing Rules.

On accepting an ELTIP offer made by the Company, participating Executives are required not to hedge their economic exposure to any allocated non-vested entitlement. Failure to comply with this directive will constitute a breach of duty and may result in forfeiture of the offer and/or dismissal.


Current ELTIP OffersDetails of offers made under the ELTIP to KMP that affect the calculation of their remuneration in this financial year are set out in the following table.

Offer "2013" "2014" "2015"

Performance Period 1 July 2013 to 30 June 2016

1 July 2014 to 30 June 2017

1 July 2015 to 30 June 2018

Performance Criteria

Measure 100% Total Shareholder Return

50% Total Share Return (TSR)

50% Absolute Post tax Return on Equity (ROE)

The comparator group Performance assessment will be measured against

a selected group of "financial"

companies. (Refer to the list following)

Members of the S&P/ASX300

Members of the S&P/ASX300

Calculation of the reward

Shares will vest in accordance with the following schedule

Share price baseline for TSR calculation

$4.30 $4.67 $4.71

Offer Date

– Managing Director

– Other Eligible Executives

11 December 2013(1)

11 December 2013

3 November 2014

Huw Bough(3) 20 April 2016

David Harradine(3) 20 April 2016

Natasha Whish-Wilson 3 Nov 2014

27 November 2015

Huw Bough 27 November 2015

David Harradine 27 Nov 2015

Mandakini Khanna(3) 29 April 2016

Paul Moss 27 November 2015

Andrew Polson(3) 29 April 2016

Chris Thornton 27 November 2015

Share Price Used in Calculations

$4.82(1)

$4.72(1)

$4.71

Value of Offer(2)

– Managing Director

– Other Eligible Executives

$327,600(1)

$220,069

$275,000

$209,100

$274,998

$478,272

(1) This offer was made to the former Managing Director. (2) The value of the offer is calculated as at the date of offer to the KMP at that time. As such, it may include the value of offers made to individuals who are no longer

KMP of the Company.(3) Pro-rata offer.


TSR COMPARATOR GROUP The Comparator Group for the 2013 Offer

ASX Ticker Name

AMP AMP Ltd

ANZ Australia & New Zealand Banking Group Ltd

BEN Bendigo And Adelaide Bank Ltd

BOQ Bank Of Queensland Ltd

CBA Commonwealth Bank Of Australia

CCP Credit Corp Group Ltd

CCV Cash Converters International

CGF Challenger Ltd

FXL Flexigroup Ltd

HGG Henderson Group Plc

IAG Insurance Australia Group Ltd

IFL IOOF Holdings Ltd

MQG Macquarie Group Ltd

NAB National Australia Bank Ltd

PPT Perpetual Ltd

QBE QBE Insurance Group Ltd

SUN Suncorp Group Ltd

WBC Westpac Banking Corporation

ABA Auswide Bank

The Comparator Group for the 2014 and 2015 OffersThe Comparator Group for the 2014 and 2015 Offers is the members of the S&P/ASX 300 Index.

CALCULATION OF THE REWARD TSR ComponentFor the 2014 and 2015 Offers, the ELTIP TSR component will be payable on the following basis:

• Below the mid-point percentage – 0% reward; • At the 50th percentile – 50% of the applicable reward;• Between the 50th percentile and the 75th percentile – 50% plus 2% for every 1 percentile above the 50th percentile;• Above the 75th percentile – 100% of the applicable reward; and• No reward will be payable if performance is negative irrespective of the benchmark group performance.


ROE ComponentThe performance period for the ROE component for the ELTIP reward will be based upon on the Company’s Aggregate underlying ROE for the three periods covering the ELTIP and will be payable on the following basis:

• Below 32.22% = 0% reward;• 32.22% = 25% reward;• 32.22% to 33.25% = percentage vesting increases on a straight line basis from 25% vesting at 32.22% to 100% vesting at

33.25%; and• 33.25% or above = 100%.

ACTUAL AND POTENTIAL ELTIP SHARE ALLOCATIONSThe following table details, for current and former KMP, the status of offers made under the ELTIP. The “2012” offer performance period was completed on 30 June 2015.

NameMaximum

Offer Forfeited

Vested in the 2015/16

Financial Year

Not yet assessed for

Vesting

Number Number Number Number

"2012" Offer

Tim Rutherford 26,261 12,653 13,608 –

Natasha Whish-Wilson 22,255 7,962 14,293 –

"2013" Offer

Tim Rutherford 24,951 24,951 – –

Natasha Whish-Wilson 20,707 20,707 – –

"2014" Offer

Melos Sulicich 58,263 – – 58,263

Huw Bough(1) 16,821 – – 16,821

David Harradine(1) 6,335 – – 6,335

Natasha Whish-Wilson 21,146 – – 21,146

"2015" Offer

Melos Sulicich 58,386 – – 58,386

Huw Bough 20,382 – – 20,382

Chris Thornton 20,382 – – 20,382

Andrew Polson 7,466 – – 7,466

Mandakini Khanna 12,232 – – 12,232

David Harradine 22,611 – – 22,611

Paul Moss 18,471 – – 18,471

(1) Offer revised 20 April 2016


7. Remuneration of Key Management Personnel

Salary and Fees $

Cash Bonus

$

Non-Monetary Benefits

$

Post Employment

Super-annuation

$

Termination Benefits

$

Share Based Payment(2)

$Total(1)

$


Miles Hampton 2016 194,192 – – 18,386 – – 212,578

2015 174,498 – – 16,547 – – 191,045

Peter Armstrong 2016 74,958 – – 27,050 – – 102,008

2015 70,597 – – 26,636 – – 97,233

Brian Bissaker(3) 2016 14,309 – – 948 – – 15,257

2015 – – – – – – –

Robert Gordon 2016 71,423 – – 35,255 – – 106,678

2015 67,653 – – 27,086 – – 94,739

Colin Hollingsworth 2016 69,474 – – 35,028 – – 104,502

2015 64,374 – – 35,352 – – 99,726

Ross Illingworth 2016 – – – – – – –

2015 10,595 – – 36,046 – – 46,641

Stephen Lonie 2016 90,881 – – 8,634 – – 99,515

2015 86,520 – – 8,219 – – 94,739

Ian Mansbridge(4) 2016 73,209 – – 6,955 – – 80,164

2015 86,520 – – 8,219 – – 94,739

Sarah Merridew 2016 85,958 – – 18,850 – – 104,808

2015 78,797 – – 18,436 – – 97,233

Sub Total 2016 674,404 – – 151,106 – – 825,510

2015 639,554 – – 176,541 – – 816,095


Salary and Fees $

Cash Bonus

$

Non-Monetary Benefits

$

Post Employment

Super-annuation

$

Termination Benefits

$

Share Based Payment(2)

$Total(1)

$

Executives

Melos Sulicich 2016 515,000 100,000 – 34,999 – 47,297 697,296

2015 516,981 134,370 – 35,135 – 29,668 716,154

Huw Bough 2016 290,250 50,000 – 27,508 – 13,604 381,362

2015 242,360 47,731 – 23,024 – 9,329 322,444

Miles Farrow(6) 2016 112,839 – – 18,296 – – 131,135

2015 47,874 12,272 – 6,417 – – 66,563

David Harradine 2016 323,042 60,000 – 30,689 – 4,705 418,436

2015 91,843 14,889 – 8,849 – 8,411 123,992

Mandakini Khanna(5) 2016 171,784 53,307 – 18,058 – 3,982 247,131

2015 – – – – – – –

David Mills(8) 2016 – – – – – – –

2015 152,630 9,800 – 20,416 – – 182,846

Paul Moss 2016 265,632 29,232 – 25,160 – 6,988 327,012

2015 35,652 5,363 – 3,387 – – 44,402

Stephen Pender(9) 2016 – – – – – – –

2015 134,879 5,969 – 15,232 220,624 – 376,704

Aaron Pidgeon 2016 253,825 9,529 – 24,709 – – 288,063

2015 273,476 36,480 – 26,359 – – 336,315

Andrew Polson(7) 2016 95,047 13,448 – 9,029 – 2,216 119,740

2015 – – – – – – –

Tim Rutherford(10) 2016 – – – – – – –

2015 101,495 24,795 – 9,642 287,837 12,447 436,216

Tom Taylor(12) 2016 – – – – – – –

2015 262,896 74,468 – 34,015 31,726 – 403,105

Chris Thornton 2016 292,237 40,000 – 27,762 – 7,711 367,710

2015 58,560 7,717 – 5,553 – – 71,830

Natasha Whish–Wilson(12) 2016 – – – – – – –

2015 241,972 32,796 – 23,321 369,617 24,554 692,260

Sub Total 2016 2,319,656 355,516 – 216,210 – 86,503 2,977,885

2015 2,160,618 406,650 – 211,350 909,804 84,409 3,772,831

Total 2016 2,994,060 355,516 – 367,316 – 86,503 3,803,395

2015 2,800,172 406,650 – 387,891 909,804 84,409 4,588,926

7. Remuneration of Key Management Personnel (continued)


(1) The amounts disclosed for the remuneration of KMP are the cost to the Company for these components, as recorded by it in the financial year. These amounts have been calculated in accordance with relevant accounting policies and Accounting Standards. As these figures are based on accrual accounting and not a reflection of actual cash paid or shares vested, negative figures can result in the event of accrual reversals being recorded. Amounts stated are in respect of the period that the individual held a role of a KMP.

(2) Share based payment amounts have been calculated in accordance with the relevant accounting policy and Accounting Standard. The fair value of the share grant is calculated at the date of grant and is allocated to each reporting period evenly over the period from grant date to vesting date. This fair value will generally be different to the value of shares at the time they vest. The value disclosed is the portion of the fair value of the share grant allocated to this reporting period. These amounts represent share grants which will only vest to the KMP when certain performance and service criteria are met. In some circumstances all, or a portion, of the shares may never vest to the KMP.

(3) Mr Bissaker commenced as KMP on 1 May 2016.(4) Mr Mansbridge ceased as a KMP on 30 April 2016.(5) Ms Khanna commenced as KMP on 1 December 2015 and was paid a signing

bonus of $18,307.66.(6) Mr Farrow ceased as a KMP on 30 November 2015.(7) Mr Polson commenced as KMP on 22 February 2016.(8) Mr Mills ceased as a KMP on 12 May 2015.(9) Mr Pender ceased as a KMP on 27 March 2015.(10) Mr Rutherford ceased as a KMP on 10 October 2014.(11) Mr Taylor was appointed to the role on contract 11 April 2013. The fixed term

contract finalised on 31 March 2015.(12) Mrs Whish-Wilson ceased as a KMP on 20 April 2015

8. Shareholdings of Key Management Personnel

NON EXECUTIVE DIRECTOR MINIMUM SHAREHOLDING REQUIREMENT From 1 January 2015, a Minimum Shareholding Requirement (MSR) applies for all Non Executive Directors.

Non Executive Directors, in the absence of approval from the Board to the contrary, are required to acquire and maintain, directly or indirectly, shares in MyState Limited to the equivalent of one year’s pre-tax base Director’s fee. The MSR must be achieved within four years of their appointment or the date of implementation of this policy, whichever is the latter.

EXECUTIVE MINIMUM SHAREHOLDING REQUIREMENT From 1 January 2015, in the absence of approval from the Board to the contrary, a Minimum Shareholding Requirement (MSR) applies to Executives whom:

1. Receive a Fixed Annual Remuneration (FAR) greater or equal to $250,000; and

2. Participate in ELTIP and STI programs.

The MSR will be 25% of FAR and must be achieved within 4 years of the date that the policy becomes applicable to the Executive.

The shares in MyState Limited (ASX code: MYS) may be held directly or indirectly, and may include shares obtained prior to 1 January 2015 and/or shares acquired through ELTIP or any other scheme, where this includes shares vested and allocated but still held in trust, but excludes any allocated shares which have not yet vested.


Details regarding the holdings by KMP and their related parties of ordinary shares in the Company are set out in the following table. Related parties include close members of the family of the KMP. It also includes entities under joint or several control or significant influence of the KMP and their close family members. No equity transactions with KMP, other than those arising as payment for compensation, have been entered into with the Company.

Balance at commencement of financial year

Granted as compensation Net change other

Balance at end of financial year

Balance at end of financial year held

by ELTIP trustee


Miles Hampton 600,000 – 12,568 612,568 –

Peter Armstrong 4,921 – 3,107 8,028 –

Brian Bissaker(2) – – – – –

Robert Gordon 2,387 – 12,000 14,387 –

Colin Hollingsworth 20,274 – – 20,274 –

Stephen Lonie 50,000 – 1,795 51,795 –

Ian Mansbridge(1) 170,000 – – 170,000 –

Sarah Merridew 24,000 – – 24,000 –

Executives

Melos Sulicich 28,750 – 6,250 35,000 –

Huw Bough – – – – –

Miles Farrow(3) 5,324 – 213 5,537 –

David Harradine – – 2,000 2,000 –

Mandakini Khanna(4) – – – – –

Paul Moss – – – – –

Aaron Pidgeon – – – – –

Andrew Polson(5) – – – – –

Chris Thornton – – – – –

Total 905,656 – 37,933 943,589 –

(1) Ceased as KMP on 30 April 2016.(2) Appointed as KMP on 1 May 2016.(3) Ceased as KMP on 30 November 2015.(4) Appointed as KMP on 1 December 2015.(5) Appointed as KMP on 22 February 2016.

9. Loans to Key Management Personnel There are no loans guaranteed or secured by the Company to KMP and their related parties in 2016.

Related parties include close members of the family of the KMP. It also includes entities under joint or several control or significant influence of the KMP and their close family members.

8. Shareholdings of Key Management Personnel (continued)


10. Contract Terms and Conditions The Managing Director and Executives are employed under individual employment agreements.

IncumbentCommenced

in role Contract term

Fixed Annual Remuneration

(FAR)(1)

Short Term Incentive

(maximum)ELTIP

(maximum)

Termination Provisions

In the event of termination by the Company(2)

Melos Sulicich

1 July 2014 4 Year term from 1 July 2014

$550,000 50% of FAR 50% of FAR Notice:

The contract may be terminated by the Company with 6 months notice or payment in lieu of notice.

Entitlement:

• Pro-rata STI payment applied, at the full discretion of the Board, as at the date of termination.

• Pro-rata ELTIP allocation, made following the completion of the applicable performance periods.

Share Ownership: Required to purchase and maintain shares to the value of 50% of FAR by 30 June 2018.

Huw Bough 13 August 2014

Ongoing $320,000 Between 15% and 30% of

FAR

Between 15% and 30% of

FAR upon invitation to participate

Notice:

The contract can be terminated by the Company upon provision of 3 months notice.

Entitlement:

• Payment of the equivalent of 6 months FAR(3)

• Pro-rata STI payment applied as at the date of termination.

• Payment of STI if the performance period is complete but not yet paid

• Pro-rata ELTIP allocation, made following the completion of the applicable performance periods.

David Harradine

16 March 2015

Ongoing $355,000

Mandakini Khanna

1 December 2015

Ongoing $330,000

Paul Moss 13 May 2015

Ongoing $290,000

Aaron Pidgeon(3)

10 September 2012

Ongoing $277,500

Andrew Polson

22 February 2016

Ongoing $330,000

Chris Thornton 20 April 2015

Ongoing $320,000

(1) Per year and subject to marked based review mechanisms. (2) Subject to shareholder approval in the event that they exceed the equivalent of 1 year FAR in total). (3) Aaron Pidgeon’s contract can be terminated with 1 months notice with an entitlement of 9 months FAR not inclusive of notice period.

Signed in accordance with a resolution of the Directors.

M L Hampton M A Sulicich Chairman Managing Director Hobart Dated this 22 August 2016

40 Results for the year ended 30 June 2016


Consolidated Financial Statements

TABLE OF CONTENTS

Consolidated Income Statement 41

Consolidated Statement of Comprehensive Income 42

Consolidated Statement of Financial Position 43

Consolidated Statement of Changes in Equity 44

Consolidated Statement of Cash Flows 46

Section 1 Corporate information and basis of preparation

1.1 Reporting entity 47

1.2 Basis of accounting 47

1.3 Use of estimates and judgements 48

1.4 Goods and services tax 48

1.5 Provisions (other than for impairment of financial assets)

48

Section 2 Financial performance

2.1 Income from banking activities 49

2.2 Income from wealth management activities

50

2.3 Income from other activities 50

2.4 Expenses 51

2.5 Earnings per share 52

2.6 Dividends 52

2.7 Segment financial information 53

Section 3 Capital and financial risk management

3.1 Capital management strategy 56

3.2 Financial risk management 58

3.3 Average balance sheet and source of net interest income

64

Section 4 Financial assets and liabilities

4.1 Cash and liquid assets 65

4.2 Financial instruments 66

4.3 Loans and advances 67

4.4 Transfer of financial assets (securitisation program)

68

4.5 Deposits and other borrowings including subordinated notes

69

4.6 Fair value of financial instruments 70

Section 5 Non-financial assets, liabilities and equity

5.1 Property, plant and equipment 71

5.2 Intangible assets and goodwill 73

5.3 Employee benefit provisions 75

5.4 Share capital 76

Section 6 Income tax expense, current and deferred tax balances

6.1 Income tax expense, current and deferred tax balances

77

Section 7 Group structure and related parties

7.1 Parent entity information 80

7.2 Controlled entities and principles of consolidation

81

7.3 Related party disclosures 82

Section 8 Other notes

8.1 Contingent liabilities and expenditure commitments

83

8.2 Remuneration of auditors 84

8.3 Events subsequent to balance date 84

8.4 Other significant accounting policies and new accounting standards

85

41Results for the year ended 30 June 2016


Consolidated Income Statement

FOR THE YEAR ENDED 30 JUNE 2016

Notes30 June 2016

$’00030 June 2015

$’000

Interest income 2.1 183,351 175,239

Less: Interest expense 2.1 (94,441) (91,804)

Total interest expense 88,910 83,435

Non-interest income from banking activities 2.1 16,879 17,288

Net banking operating income 105,789 100,723

Income from wealth management activities 2.2 17,462 18,142

Income from sale of other investments 2.3 – 5,643

Income from other activities 2.3 171 608

Total operating income 123,422 125,116

Less: Expenses

Personnel costs 2.4 36,995 37,652

Administration costs 2.4 17,887 18,466

Significant due dilligence project costs 1,752 –

Impairment – software 1,350 –

Technology costs 2.4 9,513 8,905

Occupancy costs 2.4 6,748 7,052

Marketing costs 4,056 3,493

Governance costs 2,810 2,915

Total operating expenses 81,111 78,483

Profit before bad and doubtful debts and income tax expense 42,311 46,633

Less: Impairment expense on loans and advances 4.3 1,221 602

Profit before income tax 41,090 46,031

Income tax expense 6.1 12,756 13,518

Profit for the year 28,334 32,513

Profit attributable to the:

Equity holders of MyState Limited 28,334 32,513

Basic earnings per share (cents per share) 2.5 32.40 37.25

Diluted earnings per share (cents per share) 2.5 32.40 37.25

The accompanying notes form part of these financial statements.



Consolidated Statement of Comprehensive Income


Notes30 June 2016

$’00030 June 2015

$’000


Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Cash flow hedges

Net gains/(losses) taken to equity 587 (564)

Change in fair value of financial assets at fair value through other comprehensive income 619 –

Reversal of fair value on assets previously classified as available for sale – 93

Income tax effect (363) 142

Total other comprehensive income for the year 843 (329)

Total comprehensive income for the year 29,177 32,184

Total comprehensive income for the year is attributable to:

Equity holders of MyState Limited 29,177 32,184




Consolidated Statement of Financial Position

AS AT 30 JUNE 2016

Notes30 June 2016

$’00030 June 2015

$’000

Assets

Cash and liquid assets 4.1 80,126 66,185

Due from other financial institutions 17,875 20,736

Other assets 5,819 7,115

Financial instruments 4.2 355,969 340,358

Derivatives 540 65

Loans and advances 4.3 3,863,133 3,550,907

Property, plant and equipment 5.1 9,812 11,654

Deferred tax assets 6.1 3,664 4,323

Intangible assets and goodwill 5.2 78,982 78,677

Total assets 4,415,920 4,080,020

Liabilities

Due to other financial institutions 30,710 35,373

Other liabilities 6,961 6,400

Deposits and other borrowings including subordinated notes 4.5 4,068,182 3,730,683

Derivatives 517 629

Employee benefit provisions 5.3 5,515 5,418

Tax liabilities 6.1 4,407 8,377

Total liabilities 4,116,292 3,786,880

Net assets 299,628 293,140

Equity

Share capital 5.4 134,756 132,670

Retained earnings 159,320 155,872

Reserves 5,552 4,598

Total equity 299,628 293,140




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RETAINED EARNINGSRetained earnings contains amounts of retained profits that have been set aside for the purpose of funding specific projects and asset replacement that are announced from time to time.

ASSET REVALUATION RESERVEThe asset revaluation reserve is used to record increments in the value of land and buildings.

EMPLOYEE EQUITY BENEFITS RESERVEThis reserve is used to record the value of equity benefits expected to be provided to employees as part of their remuneration. It also records the tax benefit attributable to these transactions that is recognised directly in equity.

HEDGING RESERVEThe cash flow hedge reserve constitutes movements in the fair value of the underlying interest rate swap derivative where it has been deemed to be effective. If, at any stage, the derivative is deemed to be ineffective, the fair value movement is taken from the reserve to the Income Statement.

NET UNREALISED GAINS RESERVEThis reserve comprises the cumulative net change in the fair value of the groups financial instruments that are classified as at fair value through other comprehensive income.

GENERAL RESERVE FOR CREDIT LOSSESA general reserve for credit losses is maintained to cover risks inherent in the loan portfolios. Maintenance of such a reserve is a prudential requirement of Australian Prudential Regulation Authority (APRA). Increases and decreases in the general reserve for credit losses are appropriations of retained earnings.

46 Notes to the financial statements for the year ended 30 June 2016


Consolidated Statement of Cash Flows

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2016

Notes30 June 2016

$’00030 June 2015

$’000

Cash flows from operating activities

Interest received 189,242 178,863

Interest paid (95,396) (88,073)

Fees and commissions received 33,613 32,950

Dividends received 78 444

Other non-interest income received 2,066 2,076

Payments to suppliers and employees (71,011) (77,768)

Income tax paid (16,429) (11,600)

Net cash flows from/(used in) operating activities 4.1 42,163 36,892

Cash flows from investing activities

Proceeds on sale of financial assets – 8,992

Purchase of intangible assets (4,116) (3,032)

Proceeds from sale of property, plant and equipment 37 2,490

Purchase of property, plant and equipment (499) (1,505)

Net decrease/(increase) in loans to customers (319,794) (506,160)

Net increase/(decrease) in amounts due from other financial institutions (3,514) (2,676)

Payments for other investments (3,470) –

Net cash flows from/(used in) investing activities (331,356) (501,891)

Cash flows from financing activities

Employee share issue 99 –

Dividends paid 2.6 (22,945) (24,880)

Net increased in subordinated notes 24,663 –

Net (decrease)/increase in deposits and other borrowings 225,979 266,227

Net increase/(decrease) in due to other financial institutions 75,338 231,879

Net cash flows used in financing activities 303,134 473,226

Net increase/(decrease) in cash held 13,941 8,227

Cash at beginning of financial year 66,185 57,958

Closing cash carried forward 4.1 80,126 66,185


47Notes to the financial statements for the year ended 30 June 2016


Notes to the consolidated financial statements


1.1 Reporting entityMyState Limited (the Company) is incorporated and domiciled in Australia and is a company limited by shares that are publicly traded on the Australian Securities Exchange. The consolidated financial statements of MyState Limited and its subsidiaries (the Group) were authorised for issue by the Directors on 22 August 2016.

1.2 Basis of accountingThese consolidated financial statements are general purpose financial statements which have been prepared in accordance with the Corporations Act 2001, Accounting Standards and Interpretations, and other requirements of the law. Compliance with Australian Accounting Standards ensures that the financial statements and notes of the Company and the Group comply with International Financial Reporting Standards (IFRS).

The financial statements comprise the consolidated financial statements of the Group. For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity.

EARLY ADOPTION OF AASB 9 FINANCIAL INSTRUMENTS (2010)Under s. 334(5) of the Corporations Act 2001, the Directors have elected to apply Accounting Standard AASB 9 ‘Financial Instruments’ for the financial year beginning 1 July 2014, even though the standard is not required to be applied until annual reporting periods beginning on or after 1 January 2017. In accordance with the transition requirements of these provisions, comparatives have were restated in the 2015 financial statements.

• The Held to Maturity (HTM) and Available for Sale (AFS) asset categories have been removed.

• Financial assets previously classified as “Available for sale” are contained within “Financial instruments” and detailed in the note as each instrument type. These instruments, when classified as “available for sale”, were initially measured at cost and subsequently measured at fair value through other comprehensive income, they are now carried at amortised cost. This change has resulted in the reversal of the fair value gains related to these instruments that had been previously recognised in the Unrealised Gains Reserve in the Consolidated Statement of Comprehensive Income.

The classification and measurement of other financial assets and liabilities is unchanged.

The consolidated financial statements have been prepared on the basis of historical cost, except for certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies.

Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability as market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

Where necessary, comparatives figures have been re-classified and re-positioned for consistency with current period disclosures.

For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement in its entirety, which are described as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

• Level 3 inputs are unobservable inputs for the asset or liability.

The following transactions are exceptions to these described methods of determining fair values:

• Share-based payment transactions that are within the scope of AASB 2;

• Leasing transactions that are within the scope of AASB 117; and

• Measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 2 or value in use in AASB 136.



1.2 Basis of accounting (continued)ROUNDING OF AMOUNTSThe company is a company of the kind referred to in Australian Securities and Investments Commission (ASIC) Class Order 2016/191, and, in accordance with that Class Order, amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated. All amounts are presented in Australian dollars.

1.3 Use of estimates and judgementThe preparation of the financial report in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the accounting policies. The notes to the financial statements set out areas involving a higher degree of judgment or complexity, or areas where assumptions are significant to the financial report such as:

• Recoverability of deferred tax assets, refer note 6.1;• Impairment losses on loans and advances, refer note 4.3;• Fair value of financial instruments, refer note 4.6; and• Impairment assessment of intangibles and goodwill, refer

note 5.2.

1.4 Goods and services taxRevenue, expenses and assets are recognised net of the amount of Goods and Services Tax (GST), except where the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset, or as part of the expense.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Consolidated Statement of Financial Position. Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

1.5 Provisions (other than for impairment of financial assets)

Provisions are recognised when the Group has a legal, equitable or constructive obligation to make a future sacrifice of economic benefits to other entities as a result of past transactions or other past events and it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

The provision is determined by discounting the expected future cash flows (adjusted for expected future risks) required to settle the obligation at a pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the liability most closely matching the expected future payments



2.1 Income from banking activities30 June 2016

$’00030 June 2015

$’000

Interest income

Loans and advances 172,278 163,131

Investment securities 11,073 12,108

Total interest income 183,351 175,239

Interest expense

At call deposits 12,405 12,260

Fixed term deposits 82,036 79,544

Total interest expense 94,441 91,804

Non-interest income from banking activities

Transaction fees 7,985 8,106

Loan fee income 4,552 4,113

Banking commissions 3,315 3,912

Other banking operations income 1,027 1,157

Total non-interest income from banking activities 16,879 17,288

INCOME ACCOUNTING POLICYIncome is recognised to the extent that it is probable that the economic benefits will flow to the entity and the income can be reliably measured. The following specific recognition criteria must also be met before income is recognised.

INTEREST, FEES AND COMMISSIONSControl of a right to receive consideration for the provision of, or investment in, assets has been attained. Interest and fees and commission revenue is brought to account on an accrual basis.

The interest is accrued using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument.

LOAN ORIGINATION FEESLoan origination fees are recognised as components of the calculation of the effective interest method in relation to originated loans. They, therefore, affect the interest recognised in relation to this portfolio of loans. The average life and interest recognition pattern of loans in the relevant loan portfolios is reviewed annually to ensure the amortisation methodology for loan origination fees is appropriate.



2.2 Income from wealth management activities30 June 2016

$’00030 June 2015

$’000

Funds management income 9,272 9,370

Other fees and commissions 8,190 8,772

Total Income from wealth management activities 17,462 18,142

FUNDS MANAGEMENT INCOME AND FIDUCIARY ACTIVITIESTasmanian Perpetual Trustees Limited, a controlled entity of the Group, acts as Responsible Entity, Trustee and Funds Manager for ten managed investment schemes. The investment schemes place monies with external wholesale fund managers, direct mortgages and mortgaged backed securities, term deposits and other investments. The clients include individual and superannuation investors.

The assets and liabilities of these funds are not included in the Consolidated Financial Statements. Income earned by the Group in respect of these activities are included in the Consolidated Income Statement of the Group as “Funds management income”.

OTHER FEES AND COMMISSIONSTasmanian Perpetual Trustees Pty Ltd provides financial planning, private client tax accounting services and acts as trustee and executor of estates. “Other fees and commissions income” is the income earned from these activities.

The following table shows the balance of the unconsolidated funds under management and funds under advice that gives rise to funds management and other fees and commissions income respectively:

30 June 2016 $’M

30 June 2015 $’M

Funds under management 1,008 1,017

Funds under advice 733 782

Income accounting policyFunds management income and other fees and commissions income is brought to account on an accrual basis to the extent that:

• It is probable that the economic benefits will flow to the entity;• The revenue can be reliably measured; and• Control of a right to receive consideration for the provision of, or investment in, assets has been attained.

2.3 Income from other activities30 June 2016

$’00030 June 2015

$’000

Profit from sale of other investments – 5,643

In 2015, the Group disposed of its investment in Cuscal Limited shares. The carrying value of these shares at the date of disposal was $3.35M.

30 June 2016 $’000

30 June 2015 $’000

Dividends from other corporations 148 444

Profit on sale of property plant and equipment assets 23 164

Total income from other activities 171 608



DIVIDEND ACCOUNTING POLICYDividends are recorded as income when the right to receive the dividend is established.

2.4 ExpensesThe following items are included within each item of specified expenses:

30 June 2016 $’000

30 June 2015 $’000

Personnel costs include:

Termination payments 280 1,084

Occupancy costs include:

Operating lease payments 3,925 4,045

Depreciation – leasehold improvements 1,591 1,642

Technology costs include:

Depreciation – computer software 1,964 2,190

Administration costs

Amortisation – other intangibles 497 282

Depreciation – furniture and equipment 737 659

Loss on sale of property plant and equipment assets – 645

EXPENSE ACCOUNTING POLICYOperating lease expenseLeases are classified at their inception as either operating or finance leases based on the economic substance of the agreement, to reflect the risks and benefits incidental to ownership. The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis in the Consolidated Income Statement over the life of the lease.

Depreciation and amortisation expenseThe Group adopts the straight line method of depreciating property, plant and equipment and amortising intangible assets over the estimated useful lives commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired expected term of the lease or the estimated useful life of the improvements. Estimated useful lives are:

Buildings 40 years

Office furniture, fittings & equipment 4 – 7 years

Building fit-out (owned buildings) 4 – 15 years

Computer hardware 3 years

Software 3 – 10 years



2.5 Earnings per share30 June 2016

cents30 June 2015

cents

Basic earnings per share 32.40 37.25

Diluted earnings per share 32.40 37.25

EARNINGS PER SHARE ACCOUNTING POLICYBasic earnings per share is calculated by dividing the Group’s profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the financial year. Diluted earnings per share is calculated by dividing the Group’s profit attributable to ordinary equity holders by the weighted average number of ordinary shares that would be issued on the exchange of all the dilutive potential ordinary shares into ordinary shares.

The following table details the income and weighted average number of shares used in the calculation of basic and diluted earnings per share:

30 June 2016 $’000

30 June 2015 $’000


Number Number

Weighted average number of ordinary shares used in calculating basic and diluted earnings per share 87,463,245 87,280,013

2.6 DividendsDate of

payment30 June 2016

$’00030 June 2015

$’000

Dividends paid

2014 Final dividend paid – 14.5 cents per share 3 Oct 2014 – 12,660

2015 Interim dividend paid – 14 cents per share 24 Mar 2015 – 12,220

2015 Final dividend paid – 14.5 cents per share 2 Oct 2015 12,659 –

2016 Interim dividend paid – 14.0 cents per share 24 Mar 2016 12,227 –

24,886 24,880

The dividends paid during the year were fully franked at the 30% corporate tax rate.

FRANKING CREDIT BALANCE30 June 2016

$’00030 June 2015

$’000

The amount of franking credits available for the subsequent financial year are:

Franking account balance as at the end of the period at 30% (2015: 30%) 59,370 53,901

Franking credits that will arise from the payment of income tax payable at the end of the period 1,839 6,182



DIVIDENDS NOT RECOGNISED AT THE END OF THE FINANCIAL YEAR On 22 August 2016, the Directors resolved to pay a final dividend for the 2016 financial year of 14.5 cents per share or $12,740,000 total to be paid on the 3rd of October 2016, fully franked at the 30 per cent corporate tax rate. This dividend has not been brought to account as the amount had not been determined at the reporting date. This dividend will reduce the balance of the franking account by $5,460,000.

2.7 Segment financial informationOPERATIONS OF REPORTABLE SEGMENTSThe Group has identified two operating divisions and a corporate division which are its reportable segments. These divisions offer different products and services and are managed separately. The Group’s management committee review internal management reports for each of these divisions at least monthly.

BANKING DIVISIONThe banking division’s product offerings include lending, encompassing home loans, personal, overdraft, line of credit and commercial products; transactional savings accounts and fixed term deposits; and insurance products. It delivers these products and services through its branch network, as well as through the mortgage broker channel. The banking division is conducted by the MyState Bank Group. Prior to 30 September 2015, the Rock Building Society Group formed part of this group and was a second ADI. On the 30th of September 2015, the rights and obligations of the Rock Building Society Group were transferred to MyState Bank Limited and, as a result, the banking group is now comprised of one ADI and its subsidiaries.

WEALTH MANAGEMENT DIVISIONThe wealth management division is a provider of funds management, financial planning and trustee services. It operates predominantly within Tasmania. It holds $1 billion in funds under management on behalf of personal, business and wholesale investors as the responsible entity for 10 managed investment schemes. The wealth management division is conducted by Tasmanian Perpetual Trustees Limited. Tasmanian Perpetual Trustees Limited is a trustee company licensed within the meaning of Chapter 5D of the Corporations Act 2001 and is the only private trustee company with significant operations in Tasmania.

CORPORATE AND CONSOLIDATION DIVISIONThe corporate cost centre is responsible for the governance of the Group. The corporate cost centre charges the operating divisions on a cost recovery basis for costs it has incurred. This division is also where eliminations are shown between the banking division and the wealth management division.



2.7 Segment financial information (continued)

Banking $’000

Wealth Management

$’000

Corporate and Consolidation

$’000Total $’000

Year ended 30 June 2016

Interest income 182,914 204 233 183,351

Interest expense (94,441) – – (94,441)

Other income

Transaction fees 7,985 – – 7,985

Loan fee income 4,552 – – 4,552

Banking commissions 3,315 – – 3,315

Other banking operations income 1,159 17 (149) 1,027

Funds management income – 9,272 – 9,272

Other wealth management fees and commissions – 8,190 – 8,190

Income from other activities 173 – (2) 171

Total operating income 105,657 17,683 82 123,422

Expenses

Personnel costs 25,990 6,925 4,080 36,995

Administration costs 23,403 3,926 (6,340) 20,989

Technology costs 8,875 548 90 9,513

Occupancy costs 5,897 797 54 6,748

Marketing costs 3,763 240 53 4,056

Governance costs 582 80 2,148 2,810

Impairment expense on loans and advances 1,221 – – 1,221

Income tax expense 10,644 1,390 722 12,756

Segment profit for the year 25,282 3,777 (725) 28,334

Segment balance sheet information

Segment assets 4,335,161 28,483 52,276 4,415,920

Segment liabilities 4,110,774 2,378 3,140 4,116,292



Banking $’000

Wealth Management

$’000

Corporate and Consolidation

$’000Total $’000

Year ended 30 June 2015

Interest income 174,797 224 218 175,239

Interest expense (91,804) – – (91,804)

Other income

Transaction fees 8,106 – – 8,106

Loan fee income 4,113 – – 4,113

Banking commissions 3,912 – – 3,912

Other banking operations income 1,706 – (549) 1,157

Funds management income – 9,370 – 9,370

Other wealth management fees and commissions – 8,772 – 8,772

Profit from sale of other investments 5,643 – – 5,643

Income from other activities 609 – (1) 608

Total operating income 107,082 18,366 (332) 125,116

Expenses

Personnel costs 26,560 7,274 3,818 37,652

Administration costs 21,070 3,598 (6,202) 18,466

Technology costs 8,257 563 85 8,905

Occupancy costs 6,591 842 (381) 7,052

Marketing costs 2,996 389 108 3,493

Governance costs 590 85 2,240 2,915

Impairment expense on loans and advances 602 – – 602

Income tax expense 11,831 1,676 11 13,518

Segment profit for the year 28,585 3,939 (11) 32,513

Segment balance sheet information

Segment assets 4,000,522 28,394 51,104 4,080,020

Segment liabilities 3,782,607 2,804 1,469 3,786,880



3.1 Capital management strategyThe Group’s capital management strategy is to maximise shareholder value through optimising the level and use of capital resources, whilst also providing the flexibility to take advantage of opportunities as they may arise.

The Group’s capital management objectives are to:

Continue to support MyState Bank Limited’s credit ratings;

• Ensure sufficient capital resource to support the Group’s business and operational requirements;

• Maintain sufficient capital to exceed prudential capital requirements; and

• Safeguard the Group’s ability to continue as a going concern.

The Group’s capital management policy covers both internal and external capital threshold requirements.

Regulatory capital requirements are measured at two levels:

Level 1: The authorised deposit taking institution (ADI’s), MyState Bank Limited, reports on a level 1 basis.

Level 2: The wider MyState Limited prudential group which comprises MyState Limited (non-operating holding company), MyState Bank and Connect Asset Management (the Securitisation program Manager) report as a level 2 group.

These Regulatory above exclude certain securitisation vehicles and also excludes Tasmanian Perpetual Trustees Limited.

The Australian Prudential Regulatory Authority (APRA) requires ADI’s to have a minimum ratio of capital to risk weighted assets of 8 percent at both level 1 and level 2, with at least 4.5 percent of this capital in the form of tier 1 capital. In addition, APRA imposes ADI specific minimum capital ratios which may be higher than these levels. The Group has complied with the regulatory minimum capital requirements at all times during the year. The Group’s capital management policy, set by the Board, requires capital floors above this regulatory required level.

The Group has developed a detailed Internal Capital Adequacy Assessment Plan (ICAAP). This plan covers the capital requirements of the Regulated Groups (level 1 and level 2 as described above) and Tasmanian Perpetual Trustees.

The ICAAP aims to ensure that adequate planning activities take place so that the Group is efficiently capitalised to a level also satisfactory to regulators. The ICAAP caters for all known financial events, dividend policy, capital raisings and securitisation.



The Board has currently set a minimum total capital adequacy ratio of 12.5%. Capital adequacy, at year end, of the level 2 regulatory group, which includes MyState Limited, MyState Bank Limited and Connect Asset Management Pty Ltd is detailed in the following table:

30 June 2016 $’000

30 June 2015 $’000

Qualifying capital

Common equity tier 1 capital

Paid-up ordinary share capital 97,264 95,178


Reserves excluding general reserve for credit losses 675 566

Total common equity tier 1 capital 273,362 269,795

Regulatory adjustments

Deferred expenditure including deferred tax assets 26,622 23,857

Goodwill and intangibles 19,821 19,821

Other deductions 43,302 42,610

Total regulatory adjustments 89,745 86,288

Net common equity tier 1 capital 183,617 183,507

Tier 2 capital

Subordinated notes(1) 21,467 –

General reserve for credit losses 4,428 4,428

Total capital 209,512 187,935

Risk weighted assets 1,606,911 1,482,367

Capital adequacy ratio 13.04% 12.68%

(1) On the 14 August 2015, the Group issued $25 million of floating rate subordinated notes (“notes”). The issuer was MyState Bank Limited. The notes have a term of 10 years, maturing 14 August 2025, and pay interest quarterly at a floating rate equal to the three-month BBSW plus a margin of 5% per annum. The issuer has the option to redeem all or some of the notes on 14 August 2020 and each quarterly interest payment date thereafter, and for certain regulatory events (in each case subject to APRA’s prior written approval). If APRA notifies the issuer that a non-viability trigger event has occurred, the notes will be converted into ordinary shares of MyState Limited, or written-off. The amount included in the Level 2 Group’s regulatory capital is a percentage equal to that of external interest in the Group’s regulatory capital. MyState Bank Limited includes 100% at level 1 in its Tier 2 Capital.



3.2 Financial risk managementRisk management is an integral part of the Group’s business processes. The Board sets policy to mitigate risks and ensure the risk management framework is appropriate, to direct the way in which the Group conducts business. Promulgated Board approved policies ensure compliance throughout the business, which are monitored by way of a dedicated compliance system. Risk management plans exist for all documented risks within the Group and these plans are reviewed regularly by the Executive Management Team, the Group Risk Committee and the Board. Business units are accountable for risks in their area and are responsible for ensuring the appropriate assessment and management of these risks.

RISK EXPOSURE PROFILEThe Group actively monitors a range of risks, which are not limited to, but include the following:

• Credit risk, • Market risk; and• Liquidity risk.

3.2.1 CREDIT RISKApproach to credit risk managementCredit risk arises within the Group’s lending and treasury investment activities and is the risk that a counterparty may fail to complete its contractual obligations when they fall due.

The Group’s approach to managing this risk is to separate prudential control from operational management by assigning responsibility for approval of credit exposures to specific individuals and management committees. The Group Risk Committee has oversight of credit risk exposures and the Risk and Credit Committee monitors credit related activities through regular reporting processes, including monitoring large exposure to single groups and counterparties. The roles of funding and oversight of credit are separate.

Board approved lending policies guide the processes for all loan approvals by subsidiary operations. All loans over a designated amount, whether within delegated limits or not, are reported to the Group Risk Committee on a regular basis. Any loan outside of delegated parameters must be approved by the Board prior to funding.

Maximum exposure to credit riskThe amounts disclosed in the following table are the maximum exposure to credit risk, before taking account of any collateral held or other credit enhancements. For financial assets recognised on the Balance Sheet, the exposure to credit risk equals their carrying amount. For customer commitments, the maximum exposure to credit risk is the full amount of the committed facility as at the reporting date.

30 June 2016 $’000

30 June 2015 $’000

Cash and liquid assets 80,126 66,185

Due from other financial institutions for payment settlements 17,875 20,736

Other assets 5,819 7,115

Financial instruments 355,969 340,358

Derivatives 540 65

460,329 434,459

Loans and advances 3,863,133 3,550,907

Customer commitments(1) 127,651 131,097

Maximum exposure to credit risk 4,451,113 4,116,463

(1) For further information regarding these commitments, refer to note 8.1.



The credit quality of financial assets has been determined based on Standards and Poor’s credit ratings for financial assets other than loans and advances at amortised cost. For loans and advances at amortised cost, the assets identified as being “closely monitored” are those assets that are greater then 30 days past due.

30 June 2016 $’000

30 June 2015 $’000

Credit quality of financial assets

Financial assets other than loans and advances at amortised cost

Equivalent S&P rating A+ and above 246,394 142,037

Equivalent S&P rating A and below 213,935 292,422

Loans and advances at amortised cost

New Facilities – not closely monitored 993,586 1,100,122

New Facilities – closely monitored 2,416 4,869

Continuing facilities – not closely monitored 2,845,401 2,419,709

Continuing facilities – closely monitored 21,730 26,207

Total on balance sheet exposure to credit risk 4,323,462 3,985,366

New facilities are loans that have been funded within the financial year.

Neither past due or impaired 3,839,166 3,527,097

Past due but not impaired – loans and advances at amortised cost

31 to 60 days 10,438 9,302

61 to 90 days 2,526 6,098

More than 90 days 7,912 7,012

Total past due but not impaired 20,876 22,412

Impaired – loans and advances at amortised cost 3,091 1,398

Maximum exposure to credit risk 3,863,133 3,550,907

Estimate of collateral held against past due but not impaired assets 38,260 32,777

Estimate of collateral held against impaired assets 2,294 1,113

ESTIMATE OF COLLATERAL HELD The Group holds collateral against loans and advances to customers in the form of a mortgage charge over property. To mitigate credit risk, the bank (ADI) can take possession of the security held against the loans and advances as a result of customer default. The collateral shown above is an estimate of the value of collateral held, it is not practicable to determine the fair value.



3.2 Financial risk management (continued) Credit quality is impacted by concentration risk created by the ensuing vulnerability of assets to similar conditions such as economic or political factors. The Group monitors the geographical diversification of its loans and advances. An analysis of this concentration of credit risk at the reporting date is shown in the following table:

30 June 2016 $’000

30 June 2015 $’000

Tasmania 2,215,395 2,200,195

Victoria 443,442 308,585

New South Wales 426,812 337,338

Queensland 603,366 552,191

Western Australia 93,839 88,232

Australian Capital Territory 34,958 32,572

Northern Territory 3,064 3,086

South Australia 43,315 29,370

Gross loans and advances at amortised cost 3,864,191 3,551,569

There are no loans that individually represent 10% or more of shareholders’ equity.

3.2.2 MARKET RISKManaging market riskMarket risk is the exposure to adverse changes in the value of the Group’s portfolio as a result of changes in market prices or volatility. The Group is exposed primarily to interest rate risk.

Interest rate risk exposureThe operations of the ADI is subject to the risk of interest rate fluctuations as a result of mismatches in the timing of the repricing of interest rate on their assets and liabilities.

Value at Risk (VaR)The following table indicates the VaR based on historical data. The Group estimates VaR as the potential loss in earnings from adverse market movements over a 20 day holding period to a 99% confidence level. VaR takes account of all material market variables that may cause a change in the value of the loan portfolio. Although an important tool for the measurement of market risk, the assumptions underlying the model are limited to reliance on historical data.

Net profit after tax higher/(lower)

30 June 2016 $’000

30 June 2015 $’000

Value at risk based on historic data

Average 2,120 2,346

Minimum 1,370 1,423

Maximum 3,110 3,458

DerivativesThe Group is exposed to changes in interest rates. The only derivative instruments currently entered into by the Group are interest rate swaps. The group has a portfolio of fixed rate loans. In order to protect its exposure to variable rate debt obligations, it pays fixed rates to the swap providers and receives variable rates in return. The variable receipts mitigate the exposure to interest rate changes that will impact on the Group’s variable rate payment obligations.



Derivatives accounting policyAll derivatives, including those derivatives used for Consolidated Statement of Financial Position hedging purposes, are recognised on the Consolidated Statement of Financial Position and are disclosed as an asset where they have a positive fair value at balance date, or as a liability where the fair value at balance date is negative.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured to their fair value. Fair values are obtained from quoted market prices in active markets. Movements in the carrying amounts of derivatives are recognised in the Consolidated Income Statement, unless the derivative meets the requirements for hedge accounting.

The Group documents the relationship between the hedging instruments and hedged items at inception of the transaction, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment of whether the derivatives used in hedging transactions have been or will continue to be, highly effective in offsetting changes in the fair values or cash flows of hedged items. This assessment is carried out both at inception and on a monthly basis.

Cash flow hedgesThe Group has cash flow hedges that are used to hedge the variability of interest rates in relation to certain liabilities. These derivative instruments are established with terms that exactly match the terms of the liability designated as the hedged item and therefore form highly effective relationships. The portion of the liability designated in the hedging relationship is determined by reference to specific fixed rate assets within the loan portfolio. Sources of ineffectiveness are limited to credit risk of parties to the relationship. The Group tests for ineffectiveness each month. The variability in fair values attributable to an item designated as a cash flow hedge is recognised in Other Comprehensive Income to the extent of the hedges effectiveness. Any ineffective portion of the change in the fair value of a derivative is recognised immediately in the Consolidated Income Statement.

Derivatives that do not qualify for hedge accountingIf a derivative expires or is sold, terminated, or exercised, or no longer meets the criteria for hedge accounting, or the designation is revoked, then hedge accounting is discontinued and the amount recognised in Other Comprehensive Income remains in Other Comprehensive Income until the forecast transaction affects the Consolidated Income Statement. If the forecast transaction is no longer expected to occur, it is reclassified to the Consolidated Income Statement as a reclassification adjustment.

When a derivative is not designated in a qualifying relationship, all changes in its fair value are recognised immediately in the Consolidated Income Statement, as a component of net income from other financial instruments carried at fair value.

3.2.3 LIQUIDITY RISKManaging liquidity riskLiquidity risk is the risk that the Group is unable to meet its financial and statutory obligations as they fall due, which could arise due to mismatches in cash flows.

The Group’s objective is to manage its funds in a way that will facilitate growth in core business under a wide range of market conditions. The Group maintains, and adheres to, an Internal Liquidity Adequacy Assessment Plan (ILAAP). This process includes acknowledgements of liquidity risks within the Group and justification of the amount of liquidity that is being held based on the liquidity risk profile of the organisation.

Group Treasury is responsible for implementing liquidity risk management strategies in accordance with the ILAAP. The Group’s Assets and Liabilities Committee (ALCO) assists the Board with oversight of asset and liability management including liquidity risk management. The Group’s liquidity policies are approved by the Board after endorsement by the Group Risk Committee and the Banking Group’s ALCO.

The Group maintains a portfolio of highly marketable assets that can be liquidated in the event of an unforeseen interruption of cash flows. The Group also has committed lines of credit that it can access to meet its liquidity needs. Liquidity scenarios are calculated under stressed and normal operating conditions, to assist in anticipating cash requirements providing adequate reserves.

Liquidity risk exposureThe Group is exposed to liquidity risk primarily through its banking activities.

The Group’s contractual cash flows associated with its financial liabilities and hedging derivatives, within relevant maturity groupings is as follows. These are presented on an undiscounted basis and, therefore, will not agree to amounts presented on the balance sheet as they incorporate principal and associated future interest payments.



3.2 Financial risk management (continued)

On demand $’000

< 3 months $’000

3 months to 1 year $’000

1 to 5 years $’000

> 5 years $’000

Total $’000

2016

At call deposits 1,318,370 – – – – 1,318,370

Due to other financial institutions – 30,710 – – – 30,710

Term deposits – 861,467 514,322 32,903 – 1,408,692

Negotiable certificates of deposit – 311,472 66,504 – – 377,976

Subordinated notes – 445 1,335 7,120 33,900 42,800

Securitisation liabilities – – – – 925,513 925,513

Contractual amounts payable 1,318,370 1,204,094 582,161 40,023 959,413 4,104,061

Derivative liability 5 83 1,780 4,971 – 6,839

2015

At call deposits 1,170,904 – – – – 1,170,904

Due to other financial institutions – 35,373 – – – 35,373

Other liabilities – 6,400 – – – 6,400

Term deposits – 800,251 678,159 38,076 – 1,516,486

Negotiable certificates of deposit – 232,168 44,318 – – 276,486

Securitisation liabilities – – – – 907,097 907,097

Contractual amounts payable 1,170,904 1,074,192 722,477 38,076 907,097 3,912,746

Derivative liability 7 3,117 8,356 6,937 – 18,417



Contractual maturity of assets and liabilitiesThe contractual maturities of the Group’s financial assets and liabilities as at reporting date is contained in the following table. The Group expects that certain assets and liabilities will be recovered or settled at maturities which are different to their contractual maturities.

30 June 2016 30 June 2015

Less than 12 months

$’000

More than 12 months

$’000Total $’000

Less than 12 months

$’000

More than 12 months

$’000Total $’000

Financial assets

Cash and liquid assets 80,126 – 80,126 66,185 – 66,185

Due from other financial institutions 17,875 – 17,875 20,736 – 20,736

Other assets 5,819 – 5,819 7,115 – 7,115

Derivatives – 540 540 65 – 65

Financial instruments 187,833 168,136 355,969 259,458 80,900 340,358

Loans and advances 290,305 3,572,828 3,863,133 127,719 3,423,188 3,550,907

Total financial assets 581,958 3,741,504 4,323,462 481,278 3,504,088 3,985,366

Financial liabilities

Due to other financial institutions (30,710) – (30,710) (35,373) – (35,373)

Other liabilities (6,961) – (6,961) (6,400) – (6,400)

Deposits (3,231,740) (30,637) (3,262,377) (2,898,548) (34,687) (2,933,235)

Subordinated notes – (24,663) (24,663) – – –

Securitisation liabilities – (781,142) (781,142) – (797,448) (797,448)

Derivative liability – (517) (517) – (629) (629)

Total financial liabilities (3,269,411) (836,959) (4,106,370) (2,940,321) (832,764) (3,773,085)

Net contractual amounts receivable/(payable) (2,687,453) 2,904,545 217,092 (2,459,043) 2,671,324 212,281



3.3 Average balance sheet and source of net interest incomeThe following table shows the major categories of interest-earning assets and interest-bearing liabilities, together with their respective interest earned or paid by the Group and the average interest rates. Averages are calculated based on the balance at each month end.

30 June 2016 30 June 2015

Average balance $’000

Interest $’000

Average rate %

Average balance $’000

Interest $’000

Average rate %

Average interest earning assets and interest income

Interest-earning assets

Cash and liquid assets 76,351 809 1.06% 75,168 1,118 1.49%

Financial instruments 357,276 10,264 2.87% 334,481 10,990 3.29%

Loans and advances 3,756,712 172,278 4.59% 3,256,095 163,131 5.01%

Total average interest-earning assets 4,190,339 183,351 4.38% 3,665,744 175,239 4.78%

Non-interest earning assets 124,711 – – 127,413 – –

Total average assets 4,315,050 183,351 4.25% 3,793,157 175,239 4.62%

Average liabilities and interest expense

Interest-bearing liabilities

Deposits and derivatives 3,199,496 68,513 2.14% 2,842,808 70,221 2.47%

Notes and bonds on issue 776,070 25,928 3.34% 617,773 21,583 3.49%

Total average interest-bearing liabilities 3,975,566 94,441 2.38% 3,460,581 91,804 2.65%

Non-interest bearing liabilities 45,959 – – 47,295 – –

Total average liabilities 4,021,525 94,441 2.35% 3,507,876 91,804 2.62%

Reserves 277,665 – – 269,918 – –

Total average liabilities and reserves 4,299,190 94,441 2.20% 3,777,794 91,804 2.43%



4.1 Cash and liquid assets30 June 2016

$’00030 June 2015

$’000

Notes, coins and cash at bank 64,429 51,854

Other short term liquid assets 15,697 14,331

Total cash and liquid assets 80,126 66,185

Notes to the statements of cash flows

Reconciliation of profit for the year to net cash provided by operating activities


Add/(less) items classified as investing/financing activities or non-cash items:

Depreciation of property, plant and equipment 2,328 2,301

Amortisation of intangible assets 2,461 2,472

Impairment of property, plant and equipment 1,350 –

Net (gain)/ loss on sale of investments (23) (5,162)

Bad and doubtful debts expense net of recoveries 1,221 602

Deferred upfront lending costs 6,373 4,103

Employee equity benefits reserve 157 188

Tax movement within reserves (363) –

Changes in assets and liabilities

Decrease/(increase) in due from other financial institutions 6,372 (517)

Decrease/(increase) in other assets 1,296 (1,121)

Decrease/(increase) in deferred tax assets 659 (289)

Increase/(decrease) in due to other financial institutions (4,690) (216)

Increase/(decrease) in other liabilities 561 –

Increase/(decrease) in employee benefit provisions 97 (176)

Increase/(decrease) in tax liabilities (3,970) 2,194

Net cash flows used in operating activities 42,163 36,892

ACCOUNTING POLICIESCash and liquid assetsCash and liquid assets in the Consolidated Statement of Financial Position and for the purposes of the Consolidated Statement of Cash Flows comprise cash at bank and in hand and short-term deposits with an original maturity of less then three months, net of outstanding bank overdrafts. Cash flows arising from deposits, share capital, investments, loans to subsidiaries and investments in associates are presented on a net basis in the Statement of Cash Flows.

Cash Flow statementCash flows arising from the following activities are presented on a net basis in the Statement of Cash Flows:

• Customer deposits and withdrawals from savings and fixed-term deposit accounts;• Movements in investments;• Amounts due to and from other financial institutions; and• Customer loans and advances.



4.2 Financial instruments30 June 2016

$’00030 June 2015

$’000

Financial instruments at amortised cost

Negotiable certificates of deposits 56,637 80,519

Floating rate notes 166,752 107,433

Short-term deposits 127,785 151,697

Total other financial instruments at amortised cost 351,174 339,649

Financial instruments at fair value 355,969 340,358

ACCOUNTING POLICIESFinancial instruments at amortised costFinancial instruments at amortised cost are those non-derivative financial assets that the Company has acquired with the objective of holding in order to collect contractual cash flows. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial instruments at fair valueFinancial instruments other than those carried at amortised cost, are carried at their fair value at the reporting date. Note 4.6 contains information on how the group determines fair values. Fair value gains and losses are recognised in comprehensive income until the derecognition date, at which point the net gains and losses are transferred to profit or loss for that instrument.

Derecognition of financial assetsThe Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount plus any amounts in the asset revaluation reserve pertaining to that asset and the sum of the consideration received and receivable is recognised in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in Other Comprehensive Income is recognised in profit or loss. A cumulative gain or loss that had been recognised in Other Comprehensive Income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.



4.3 Loans and advances30 June 2016

$’00030 June 2015

$’000

Classification of loans and advances at amortised cost

Residential loans secured by mortgage 3,674,988 3,351,150

Personal loans and unsecured overdrafts 79,565 83,803

Overdrafts secured by mortgage 59,308 65,651

Commercial loans 50,330 50,965

Total loans and advances at amortised cost 3,864,191 3,551,569

Specific provision for impairment 567 115

Collective provision for impairment 491 547

Total loans and advances at amortised cost net of provision for impairment 3,863,133 3,550,907

Loans and advances at amortised cost accounting policyLoans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and advances”. Loans and advances are recognised on trade date and are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.

Provision for impairment

Specific provision for impairment

Opening balance 115 55

Charge/(credit) against profit 452 60

Closing balance of specific provision for impairment 567 115

Collective provision for impairment

Opening balance 547 771

Charge/(credit) against profit 396 (164)

Write-off of previously provisioned facilities (452) (60)

Closing balance of collective provision for impairment 491 547

Charge to profit for impairment on loans and advances

Increase/(decrease) in specific provision for impairment 452 60

Increase/(decrease) in collective provision for impairment (56) (224)

Bad debts recovered (1,221) (1,359)

Bad debts written off directly 2,046 2,125

Total impairment expense on loans and advances 1,221 602



4.3 Loans and advances (continued)Impairment of financial assets accounting policyFinancial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected. The primary source of credit risk for the Group arises on its loan portfolio. In relation to this portfolio, the Group maintains an individually assessed provision and a collective provision.

Specific provisions for impairment are made against individual risk rated credit facilities where a loss is expected. The provisions are measured as the difference between a financial asset’s carrying amount and the expected future cash flows. All other loans and advances that do not have an individually assessed provision are assessed collectively for impairment. The evaluation process is undertaken by categorising all loans in to a credit risk hierarchy based on a series of estimates and judgements based on APRA Prudential Standard APS 220 – Credit Quality.

4.4 Transfer of financial assets (securitisation program)Loans and advances to customers are sold by the Group to securitisation vehicles. The transfer takes the form of the Group assuming an obligation to pass cash flows from the underlying assets to investors in the notes. The Group utilises its securitisation program to provide regulatory capital relief and funding diversification.

The following table sets out the values at the transaction date of financial assets transferred during the financial year in this manner to vehicles that provide regulatory capital relief during the year and the value of the associated liabilities issued from the vehicles. This table does not include transfer of assets to the securitisation vehicle in which the Group is the bond holder.

Carrying value at transaction date

30 June 2016 $’000

30 June 2015 $’000

Transferred financial assets:

Loans and advances 195,819 466,223

Associated financial liabilities

Securitisation liabilities to external investors 150,000 446,775

Transfer of financial assets accounting policyOnce assets are transferred to a securitisation vehicle, the Group does not have the ability to use the transferred assets during the term of the arrangement. The Group does not have any loans transferred to unconsolidated securitisation vehicles.

The consolidated securitisation vehicles generally transfer all the risks and rewards of ownership of the assets to the investors in the notes. However, derecognition of the transferred assets from the Group is prohibited because the cash flows that the securitisation vehicles collect from the transferred assets on behalf of the investors are not passed to them without material delay. In these cases, the consideration received from the investors in the notes in the form of cash is recognised as a financial asset and a corresponding financial liability is recognised. The investors in the notes have recourse only to the cash flows from the transferred financial assets.

Interest in Joint Operations accounting policySecuritised positions are held through a number of Special Purpose Entities (SPE’s). These entities are classified as joint operations, as the parties that have joint control of the arrangement, have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement which exists only when decisions about the relevant activities requires unanimous consent of the parties sharing control.

The Group recognises its interest in a joint operation:

• Its assets, including its share of any assets held jointly;• Its liabilities, including its share of any liabilities incurred jointly;• Its revenue from the sale of its share of the output arising from the joint operation;



• Its share of the revenue from the sale of the output by the joint operation; and• Its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the AASBs applicable to the particular assets, liabilities, revenues and expenses.

When a Group entity transacts with a joint operation in which a Group entity is a joint operator (such as a sale or contribution of assets), the Group is considered to be conducting the transaction with the other parties to the joint operation, and gains and losses resulting from the transactions are recognised in the Group’s consolidated financial statements only to the extent of other parties’ interests in the joint operation. When a Group entity transacts with a joint operation in which a group entity is a joint operator (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it re-sells those assets to a third party.

4.5 Deposits and other borrowings including subordinated notes30 June 2016

$’00030 June 2015

$’000

Deposits

At call deposits 1,318,371 1,170,904

Term deposits 1,569,299 1,490,787

Negotiable certificates of deposit 374,707 271,544

Total deposits 3,262,377 2,933,235

Other borrowings

Subordinated notes(1) 24,663 –

Securitisation liabilities 781,142 797,448

Total deposits and other borrowings including subordinated notes 4,068,182 3,730,683

Concentration of deposits:

Customer deposits 2,714,858 2,493,418

Wholesale deposits 572,182 439,817

Securitisation liabilities 781,142 797,448

Total deposits 4,068,182 3,730,683

There are no customers who individually have deposits which represent 10% or more of total liabilities.

(1) Refer to note 3.1 (1) for details regarding the Subordinated Note issue.

Deposits and other borrowings accounting policyDeposits and other borrowings are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The Group does not currently hold any financial liabilities at fair value.

Derecognition of financial liabilitiesThe Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the consolidated income statement.



4.6 Fair value of financial instrumentsClassification of financial instrumentsCash and liquid assets, amounts due to financial institutions and amounts due from financial institutions are carried at cost. As these assets are short term assets, their cost is considered to approximate their fair value.

The following financial assets and liabilities are also carried at amortised cost:

• Financial instruments;• Loans and advances;• Deposits; and• Other borrowings.

The aggregate net fair values of financial assets and financial liabilities which are carried at amortised cost is:

30 June 2016 30 June 2015

Carrying value $’000

Net fair value $’000

Carrying value $’000

Net fair value $’000

Financial assets

Financial instruments 351,174 351,007 339,649 339,805

Loans and advances 3,863,133 3,862,014 3,550,907 3,550,610

Total financial assets 4,214,307 4,213,021 3,890,556 3,890,415


Deposits 3,262,377 3,262,826 2,933,235 2,934,197

Other borrowings including subordinated notes 805,805 805,805 797,448 797,448

Total financial liabilities 4,068,182 4,068,631 3,730,683 3,731,645

Fair value hierarchyThe level in the fair value hierarchy of the inputs used in determining the fair values is shown below. The fair value of these assets is:

Level 1 – inputs that are prices quoted for identical instruments in active markets;

Level 2 – inputs based on observable market data other than those in level 1; and

Level 3 – inputs for which there is no observable market data.

Where the expected maturity is in excess of 12 months, the fair value is discounted to its present value. During the year, there have been no material transfers between levels of the fair value hierarchy.



Level 1 value $’000



Total value $’000

2016

Financial assets

Financial instruments – 351,007 – 351,007

Loans and advances – – 3,862,014 3,862,014


Deposits – 3,262,826 – 3,262,826

Other borrowings including subordinated notes – 805,805 – 805,805

2015

Financial assets

Financial instruments – 339,805 – 339,805

Loans and advances – – 3,550,610 3,550,610


Deposits – 2,934,197 – 2,934,197

Other borrowings including subordinated notes – 797,448 – 797,448

5.1 Property, plant and equipment30 June 2016

$’00030 June 2015

$’000

Land and buildings

At revalued amount 13,212 15,654

Accumulated depreciation (5,163) (6,059)

8,049 9,595

Plant and equipment

At cost 3,943 6,386

Accumulated depreciation (2,180) (4,327)

1,763 2,059

Total property, plant and equipment 9,812 11,654



PROPERTY, PLANT AND EQUIPMENT ACCOUNTING POLICYPlant and equipmentPlant and equipment, including leasehold improvements, are measured at cost less accumulated depreciation and any impairment in value.

Land and buildingsFollowing initial recognition at cost, land and buildings are carried at a revalued amount, being their fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and accumulated impairment losses. Independent valuations are performed with sufficient regularity to ensure the carrying amount does not differ materially from the asset’s fair value at the Consolidated Statement of Financial Position date. Fair value, is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and seller in an arm’s length transaction as at valuation date.

Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the Consolidated Statement of Financial Position, unless it reverses a revaluation decrease of the same asset previously recognised in the Consolidated Income Statement. Any revaluation deficit is recognised in the Consolidated Income Statement unless it directly offsets a previous surplus of the same asset in the asset revaluation reserve. Accumulated depreciation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset.

Impairment of property, plant and equipmentThe carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Derecognition of property, plant and equipmentAn item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the Consolidated Income Statement in the year the item is derecognised.

5.1 Property,plantandequipment(continued)



5.2 Intangible assets and goodwillGoodwill

$’000Software

$’000Other $’000

Total $’000

Year ended 30 June 2016:

At 1 July 2015, net of accumulated amortisation 65,978 10,806 1,893 78,677

Additions – 3,524 592 4,116

Impairment – (1,350) – (1,350)

Amortisation – (1,964) (497) (2,461)

At 30 June 2016, net of accumulated amortisation 65,978 11,016 1,988 78,982

At 30 June 2016

Cost (gross carrying amount less impairment) 65,978 22,596 2,578 91,152

Accumulated amortisation – (11,580) (590) (12,170)

Net carrying amount 65,978 11,016 1,988 78,982

Year ended 30 June 2015:

At 1 July 2014, net of accumulated amortisation 65,978 11,225 914 78,117

Additions – 1,771 1,261 3,032

Amortisation – (2,190) (282) (2,472)

At 30 June 2015, net of accumulated amortisation 65,978 10,806 1,893 78,677

At 30 June 2015

Cost (gross carrying amount less impairment) 65,978 20,422 1,986 88,386

Accumulated amortisation – (9,616) (93) (9,709)

Net carrying amount 65,978 10,806 1,893 78,677

Intangibles accounting policyIntangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangible assets are assessed to be either finite or infinite. Where amortisation is charged on assets with finite lives, this expense is taken to the Consolidated Income Statement. Certain costs directly incurred in acquiring and developing software are capitalised and amortised over the estimated useful life.

Intangible assets are tested for impairment where an indicator of impairment exists and, in the case of indefinite life intangibles, annually, either individually or at the cash-generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.

Goodwill is treated as an indefinite life intangible, software and other intangibles are finite life intangibles. Refer to note 2.4 Expenses for the useful life of tangible and intangible assets.



5.2 Intangible assets and goodwill (continued)IMPAIRMENT TESTING OF GOODWILLFor the purpose of impairment testing, goodwill has been allocated to the Group’s two cash-generating units (CGU’s) the Banking Business and the Wealth Management Business. These CGU’s represent the lowest level within the Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to each CGU for the purpose of impairment testing is as follows:

30 June 2016 $’000

30 June 2015 $’000

Banking Business 40,189 40,189

Wealth Management Business 25,789 25,789

Total goodwill 65,978 65,978

The recoverable amounts for the relevant CGU’s have been assessed based on value-in-use calculations using cash flow projections. The Company’s assessment of goodwill value-in-use exceeds the carrying value allocated to the CGU’s and included in the accounts.

Each CGU’s value-in-use was determined using cash flow projections from Board approved financial budgets for the year ending 30 June 2017. Growth rates have been applied from year two through to year twenty. Cash flows are projected by undertaking detailed calculations for each income and expense category over the twenty year period. Certain income categories are modelled by projecting growth in relevant portfolio balances and the resulting income derived there-from. Other non-portfolio related income streams and expense categories are modelled by projecting real rates of growth (above inflation) for each category. Terminal value is determined at year twenty using the assumption that the CGU achieves no real growth above inflation into perpetuity. The growth rates applied do not exceed the long-term average growth rate for the business which the CGU operates. The discount rate used of 10% reflects the Group’s post-tax nominal weighted average cost of capital, in which has been calculated by externally engaged advisers and approved by the Board. Average inflation is projected to be 2.5%. The method for determining value-in-use is consistent with that adopted in the comparative period.

The key assumptions adopted in assessing Banking’s value-in-use are the rate of growth in the balance of the housing loan portfolio and the outlook for net interest margin (NIM). Taking into account management’s past experiences and external evidence, the assumptions that have been adopted for both of these components are considered to be conservative. NIM is projected to be consistent with the budget outlook, which reflects the current low interest rate environment, this depresses this figure. Management expects that, over time, these assumptions will be positively exceeded and that any reasonably possible change to assumptions used in Management’s assessment will not result in impairment.

The key assumption adopted in assessing wealth management’s value-in-use is the rate of growth in income derived from management fee (MF) income . MF income is derived from its activities as the responsible entity for various Managed Investment Schemes (MIS). MF income derived is directly related to the portfolio balances of the MIS. Other sources of profitability for the wealth management group is its Financial Planning and Trustee Services divisions. Taking into account Management’s past experiences and external evidence, the assumption adopted is considered reasonable and conservative. Management’s assessment of wealth management’s value-in-use significantly exceeds its carrying value. Any reasonably possible change to assumptions used in Management’s assessment will not result in impairment.

Goodwill accounting policyGoodwill on the acquisition of businesses is carried at cost as established at the date of the acquisition of the business less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.



Impairment of subsidiaries accounting policyInvestments in subsidiaries are tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the investments carrying amount exceeds its recoverable amount (which is the higher of fair value less costs to sell and value in use). At each balance sheet date, the investments in subsidiaries that have been impaired are reviewed for possible reversal of the impairment.

5.3 Employee benefit provisions30 June 2016

$’00030 June 2015

$’000

Balances

Provision for annual leave 2,156 1,979

Provision for long service leave 3,359 3,439

Total employee benefits provisions 5,515 5,418

Due to be settled within 12 months 4,219 4,191

Due to be settled more than 12 months 1,296 1,227

Total employee benefits provisions 5,515 5,418

Employee benefits accounting policyLiabilities for salaries, wages and annual leave are recognised in respect of the employees service up to the reporting date. Where settlement is expected to occur within twelve months of the reporting date, the liabilities are measured at their nominal amounts based on the remuneration rates which are expected to be paid when the liability is settled. Where settlement is expected to occur later than twelve months from reporting date, the liabilities are measured at the present value of payments which are expected to be paid when the liability is settled.

A liability for long service leave is recognised and measured at the present value of expected future payments to be made in respect of services provided up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Contributions are made by the Group to employee superannuation funds and are charged as expenses when incurred.



5.4 Share capital30 June 2016

$’00030 June 2015

$’000

Issued and paid up ordinary shares 134,756 132,670

Movements in ordinary share capital

30 June 2016 30 June 2015

Number of shares

Amount $’000

Number of shares

Amount $’000

Opening balance 87,283,417 132,670 87,261,995 132,566

Shares issued pursuant to the

– employee share scheme of the Group 21,054 99 21,422 104

– executive long term incentive plan 27,901 46 – –

– dividend reinvestment plan 521,883 1,941 – –

Closing balance 87,854,255 134,756 87,283,417 132,670

Terms and conditionsOrdinary shares have the right to receive dividends as declared from time to time and, in the event of a winding up of the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of shares and amounts paid up on the shares held. Ordinary shares entitle their holder to one vote per share, either in person or by proxy at meetings of the Company.

The Company does not have authorised capital or par value in respect of its issued shares.

The Group offers share based remuneration, refer to note 7.3 and the Remuneration Report for further information regarding these arrangements.



6.1 Income tax expense, current and deferred tax balances30 June 2016

$’00030 June 2015

$’000

The major components of income tax expense/(benefit) are:

Income tax expense

Current income tax charge 12,298 14,231

Adjustment in respect of current income tax of previous years (220) (1,212)

Adjustments in respect of deferred income tax of previous years 221 999

Relating to origination and reversal of temporary differences 457 (500)

Total Income tax expense 12,756 13,518

A reconciliation between tax expense and accounting profit before income tax multiplied by the Group’s applicable income tax rate is as follows:

Income tax expense attributable to:

Accounting profit before tax 41,090 46,031

The income tax expense comprises amounts set aside as:

Provision attributable to the current year at the statutory rate of 30%, being:

– Prima facie tax on accounting profit before tax 12,327 13,809

– Under/(over) provision in prior year – (213)

Expenditure not allowable for income tax purposes 536 –

Tax effect of tax credits and adjustments (107) (92)

Other – 14

Income tax expense reported in the consolidated income statement 12,756 13,518

Weighted average effective tax rates 31.0% 29.4%

Deferred income tax relates to the following:

Deferred tax assets

Employee entitlements 1,655 1,742

Deferred revenue – 69

Provisions 123 96

Doubtful debts 299 258

Other 1,587 1,916

Carried forward losses – 242

Total deferred tax assets 3,664 4,323



6.1 Income tax expense, current and deferred tax balances (continued)30 June 2016

$’00030 June 2015

$’000

Deferred tax liabilities

Available for sale financial assets 87 –

Property, plant and equipment 1,112 862

Other 1,363 1,333

Total deferred tax liabilities 2,562 2,195

Current tax payable 1,845 6,182

Total tax liabilities 4,407 8,377

Movements in deferred tax balances

Deferred tax assets Deferred tax liabilities

30 June 2016 $’000

30 June 2015 $’000

30 June 2016 $’000

30 June 2015 $’000

Opening balance 4,323 4,034 2,195 1,548

(Charged)/credited to income statement (158) 373 299 (126)

Credited/(charged) to equity (348) 142 – –

Adjustments for deferred tax of prior years (153) (226) 68 773

Closing balance 3,664 4,323 2,562 2,195

TAXATION ACCOUNTING POLICYIncome tax expense is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised directly in other comprehensive income, in which case it is recognised in the Consolidated Statement of Comprehensive Income. Income tax expense on the profit or loss of the period comprises current tax and deferred tax.

Current tax payableCurrent tax payable is the expected tax payable on the taxable income for the financial year using tax rates that have been enacted, and any adjustment to tax payable in respect of previous years.

Deferred taxDeferred income tax is provided on all temporary differences at the Consolidated Statement of Financial Position date. Temporary differences are calculated at each reporting date as the difference between the carrying amount of assets and liabilities for financial reporting purposes and their tax base.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• Where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• When the taxable temporary differences associated with the investments in subsidiaries and the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future:

Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax assets and unused tax losses can be utilised except:



• When the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affect neither the accounting profit nor the taxable profit and loss; and

• When the deductible temporary differences are associated with investments in subsidiaries, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxable authority.

The Group undertakes transactions in the ordinary course of business where the income tax treatment requires the exercise of judgement. The Group estimates its tax liability based on its understanding of the tax law.

Tax consolidationThe Group has elected to be taxed as a single entity under the tax consolidation regime. The head company is MyState Limited. The members of the group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities among the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote.

The Company and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. The Company has applied the separate tax payer within group approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group.

In addition to its own current and deferred tax amounts, the Company also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.



7.1 Parent Entity InformationThe accounting policies of the parent entity, which have been applied in determining the financial information shown below, are the same as those applied in the consolidated financial statements. Refer to note 1 and policy notes within the financial statements for a summary of the significant accounting policies relating to the Group.

Financial Performance30 June 2016

$’00030 June 2015

$’000

Assets

Cash and liquid assets 3,026 2,952

Other receivables 100 64

Related party receivables 2,337 5,611

Investments in subsidiaries 243,364 241,311

Deferred tax assets 833 924

Total assets 249,660 250,862

Liabilities

Other liabilities 2,181 867

Related party payables 518 407

Tax liabilities 1,840 6,182

Employee benefit provisions 392 139

Total liabilities 4,931 7,595

Net assets 244,729 243,267

Equity

Share capital 240,684 238,598


Reserves 675 566

Total equity 244,729 243,267

Financial position

Profit after income tax for the year 24,155 28,668

Other comprehensive income – –

Total comprehensive income 24,155 28,668

The parent entity has not entered in to any guarantees and does not have any contingent liabilities as at 30 June 2016 (30 June 2015: nil).

Transactions between the Company and the consolidated entities principally arise from the provision of management and governance services. All transactions with subsidiaries are in accordance with regulatory requirements, the majority of which are on commercial terms. All transactions undertaken during the financial year with the consolidated entities are eliminated in the Consolidated Financial Statements. Amounts due from and due to entities are presented separately in the Statement of Financial Position of the Company except where offsetting reflects the substance of the transaction or event.



7.2 Controlled entities and principles of consolidationDetails of the Group’s material subsidiaries at the end of the reporting period are as follows.

Significant subsidiaries Principal activitiesCountry of

IncorporationOwnership

Interest

MyState Bank Limited Banking Australia 100%

Tasmanian Perpetual Trustees Limited Wealth Management Australia 100%

Connect Asset Management Pty LtdManager of Securitisation

Vehicles Australia 100%

On 30 September 2015, the Rock Building Society Limited ceased operating as an ADI and is no longer a significant subsidiary. The operations were transferred to MyState Bank Limited.

BASIS OF CONSOLIDATION ACCOUNTING POLICYThe consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

• Has power over the investee;• Is exposed, or has rights, to variable returns from its involvement with the investee; and• Has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of these three elements of control.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

• The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;• Potential voting rights held by the Company, other vote holders or other parties;• Rights arising from other contractual arrangements; and• Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability

to direct the relevant activities at the time that decisions need to be made, including voting patters at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated Income Statement and Other Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of Other Comprehensive Income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.



7.3 Related party disclosuresThe ultimate parent entity and controlling entity is MyState Limited. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed in the following paragraphs.

Managed Investment SchemesWithin the Group, Tasmanian Perpetual Trustees Limited (TPT) is a Responsible Entity for Managed Investment Schemes (Funds) and, accordingly, has significant influence over their activities. TPT receives management fees from these Funds. TPT also pays expenses of the Funds for which it is reimbursed. TPT and the Company have also invested in these Funds and receives distributions on these investments. These investments are made on the same terms and conditions that apply to all investors in these Funds. Details of these transactions and balances are as follows:

Consolidated TPT

30 June 2016 $’000

30 June 2015 $’000

30 June 2016 $’000

30 June 2015 $’000

Management fees received 9,272 9,370 9,272 9,370

Balance of investment held at year end 9,663 11,507 2,334 4,638

Distributions received from managed funds 357 387 168 184

The Funds have:

• Accepted money on deposit from Directors and Executives or entities associated with Directors and Executives at prevailing Fund rates and conditions;

• Loaned money to MSB , in the form of term deposits, totalling $29.75 million (2015: $31.75 million); and• Loaned money to Trusts within the ConQuest Trusts Residential Mortgage Backed Securities Program in the form of Class A

and B notes totalling $56.35 million (2015: $43.89 million).

These deposits are made on the same terms and conditions that apply to all similar transactions.

KEY MANAGEMENT PERSONNELIndividual Directors and Executive compensation disclosuresInformation regarding individual Directors, Executive compensation, and equity instruments disclosures, as required by the Corporations Regulation 2M.2.03, is provided in the Remuneration Report section of the Directors’ report. Disclosure of the compensation and other transactions with key management personnel (KMP) is required pursuant to the requirements of Australian Accounting Standard AASB 124 Related Party Disclosures. The KMP of the Group is comprised of the non Executive Directors, Managing Director and Chief Executive Officer and certain Executives.

30 June 2016 $’000

30 June 2015 $’000

Key management personnel compensation

The key management personnel compensation comprised:

Short-term employee benefits 3,350 3,207

Post employment benefits 367 388

Share-Based payment(i) 87 84

Termination benefits – 910

(i) These amounts are estimates of compensation and include a portion that will only vest to the Managing Director or Executive when certain performance criteria are met or a ‘Capital Event’ occurs. The fair value of shares is calculated at the date of grant and is allocated to each reporting period over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the shares allocated to this reporting period.



8.1 Contingent liabilities and expenditure commitments30 June 2016

$’00030 June 2015

$’000

Operating lease expenditure commitments

not later than 1 year 3,861 3,765

later than 1 and not later than 5 years 10,618 10,950

later than 5 years 10,475 13,637

Total lease expenditure contracted for at balance date 24,954 28,352

The Group occupies a number of properties which house its branch network. The leases for these properties are on normal commercial terms and conditions. The usual initial term for these leases is five years.

In the 2012 period, MyState Bank Limited (MSB) commenced leasing its Headquarters building located in Hobart. The term of the lease is fifteen years, with an option for a further ten year term. Rental increases over the term of the lease are determined by reference to movements in the consumer price index. The Group also entered into a lease of a property situated in Launceston, which is principally used to house elements of the Tasmanian Perpetual Trustees Limited (TPT) business. The term of the lease is five years, with an option for two further five year terms. Rental increases over the term of the lease are determined by reference to movements in the consumer price index. If the options for further terms are exercised, the rental is to be determined by market appraisal at that time.

Other operating leases have an average term of 3 to 5 years for property and are non-cancellable. Assets that are the subject of operating leases are computer equipment and property.

MSB has provided guarantees to third-parties in order to secure the obligations of customers. The range of situations in which guarantees are given include:

• Local Government Authorities, to secure the obligations of property and sub-divisional developers to complete infrastructure developments;

• Local Government Authorities, Schools and other building owners, to secure the obligations of building contractors to complete building works;

• Landlords, to secure the obligations of tenants to pay rent; and• CUSCAL, to secure payroll and direct debit payments processed by CUSCAL on behalf of customers.

Customer commitments

Loans approved but not advanced to borrowers 49,360 49,702

Undrawn continuing lines of credit 76,415 79,931

Performance guarantees 1,876 1,464

Total customer commitments 127,651 131,097

Guarantees are issued in accordance with approved Board policy. Those guarantees over $10,000 are required to be secured. In the event that a payment is made under a guarantee, the customer’s obligation to MSB is crystallised in the form of an overdraft or loan.

Bank Guarantee 1,000 1,000

The Group is a non-broker participant in the Clearing House Electronic Sub Register System operated by the Australian Securities Exchange and has provided a guarantee and indemnity for the settlement account from Bendigo and Adelaide Bank Limited (BABL). The Group maintains a deposit with BABL for $1,000,000 (2015: $1,000,000) as collateral for the guarantee.

Loan Guarantees 180 135



8.1 Contingent liabilities and expenditure commitments (continued)TPT has given guarantees to Local Government Authorities to secure the obligations of property and sub-divisional developers to complete infrastructure developments required of them. The developers are borrowers from managed funds for which TPT is the Responsible Entity. The developers provide cash or real property as security for the Group providing the loan guarantee.

ESTATE ADMINISTRATIONThe Group acts as executor and trustee for a significant number of trusts and estates. In this capacity, the Group has incurred liabilities for which it has a right of indemnity out of the assets of those trusts and estates. Accordingly, these liabilities are not reflected in the financial statements.

Other contracted commitments for expenditure on plant and equipment as at the reporting date are for only minimal amounts.

8.2 Remuneration of AuditorsDuring the financial year, the following fees were paid or payable for services provided by the auditor or the Group, Wise Lord & Ferguson:

30 June 2016 $’000

30 June 2015 $’000

Audit services

Audit of the financial statements of the consolidated entities 373 358

Total remuneration for audit services 373 358

Audit related services

Assurance related services 7 25

Audit of loans and other services to the securitisation program 27 60

Total remuneration for audit related services 34 85

Other non-external audit related services

Other services 73 50

Total remuneration for non-audit related services 73 50

Total remuneration for services provided 480 493

8.3 Events subsequent to balance dateThere were no matters or circumstances that have arisen since the end of the year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods.



8.4 Other significant accounting policies and new accounting standards

The principal accounting policies, which are consistent with those applied in the comparative period unless otherwise stated, that have been adopted in the preparation of the financial report are set out in this section and the preceding sections.

Other assetsOther assets comprise accounts receivable, accrued income and prepayments. Accounts receivable are initially recorded at the fair value of the amounts to be received and are subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment loss.

Other liabilitiesOther liabilities comprise accounts payable and accrued expenses and represent liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of the recognition of the liability.

New and revised accounting standardsThe Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application for reporting periods beginning on or after 1 July 2015. The adoption of these accounting standards have not resulted in any significant changes to the financial statements:

AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations [AASB 1 & AASB 11].

AASB 2014-4 Clarification of Acceptable Methods of Depreciation and Amortisation (Amendments to AASB 116 & 138).

AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture.

AASB 2015-1 Amendments to Australian Accounting Standards arising from Annual Improvements 2009–2011 Cycle.

AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative Amendments to AASB 101.

AASB 2015-3 Amendments to Australian Accounting Standards from the Withdrawal of AASB 1031 Materiality.

2016-1 Amendments to Australian Accounting Standards – Recognition of Deferred Tax Assets for Unrealised Losses.

2016-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 107.

The following standards have been identified as accounting standards which may impact the entity in the period of initial application. It is available for early adoption at 30 June 2016, but has not been applied in preparing this financial report. The Group will adopt this standard on its effective date. It is not expected that adoption of this standard will have a significant impact on the presentation of the Group’s financial statements:

AASB 15 Revenue from Contracts with Customers – expected adoption date 1 July 2018.

AASB 16 Leases – expected adoption date 1 July 2019.

The following standard has been early adopted, refer to note 1.1 for information regarding the application of this standard.

AASB 9 Financial Instruments – Classification & Measurement.

86 Directors’ Declaration for the year ended 30 June 2016


Directors’ Declaration

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2016In accordance with a resolution of the Directors of MyState Limited, we state that:

1. In the opinion of the Directors:

(a) The financial statements and notes of the Group set out on pages 41 to 85 are in accordance with the Corporations Act 2001, including:

(i) Giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the year ended on that date; and

(ii) Complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

(b) There are reasonable grounds to believe that MyState Limited will be able to pay its debts as and when they become due and payable.

2. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 by the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2016.

3. The financial statements and notes also comply with International Financial Reporting Standards as disclosed in note 1.2.

This declaration is made in accordance with a resolution of the Directors.

On behalf of the Board

M L Hampton C M Hollingsworth Chairman Director

Hobart Dated this 22 August 2016

87Independent Auditor’s Report for the year ended 30 June 2016



1st Floor 160 Collins Street, Hobart TAS 7000 GPO Box 1083 Hobart TAS 7000

03 6223 6155 Move Forward

[email protected] www.wlf.com.au

88 Independent Auditor’s Report for the year ended 30 June 2016



89Information relating to shareholders as of 6 September 2016



Information relating to Shareholders

AS AT 6 SEPTEMBER 2016

Range of Units Snapshot

Range Total holders Units% of Issued

Capital

1 – 1,000 60,436 23,815,674 27.11

1,001 – 5,000 2,646 7,240,050 8.24

5,001 – 10,000 982 7,312,990 8.32

10,001 – 100,000 793 18,680,058 21.26

100,001 – 9,999,999,999 49 30,805,483 35.06

Rounding 0.01

Total 64,906 87,854,255 100.00

Unmarketable ParcelsMinimum Parcel

Size Holders Units

Minimum $500.00 parcel at $4.15 per unit 121 281 12,128

90 Information relating to shareholders as of 6 September 2016



Top Holders Snapshot – UngroupedRank Name Units % of Units

1. CITICORP NOMINEES PTY LIMITED 4,403,096 5.01

2. J P MORGAN NOMINEES AUSTRALIA LIMITED 2,870,164 3.27

3. RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED <BKCUST A/C> 2,434,708 2.77

4. NATIONAL NOMINEES LIMITED 2,284,844 2.60

5. BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING DRP A/C> 2,272,002 2.59

6. HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,700,929 1.94

7. DIVERSIFIED UNITED INVESTMENT LIMITED 1,400,000 1.59

8. SELECT MANAGED FUNDS LTD 1,225,960 1.40

9. AUSTRALIAN UNITED INVESTMENT COMPANY LIMITED 1,170,000 1.33

10. RBC INVESTOR SERVICES AUSTRALIA PTY LIMITED <VFA A/C> 1,074,424 1.22

11. BNP PARIBAS NOMS PTY LTD <DRP> 944,121 1.07

12. MR BRIAN DAVID FAULKNER 750,000 0.85

13. UBS NOMINEES PTY LTD 523,713 0.60

14. BRISPOT NOMINEES PTY LTD <HOUSE HEAD NOMINEE NO 1 A/C> 496,880 0.57

15. BEECHWORTH HOLDINGS PTY LTD <BEECHWORTH SUPER FUND A/C> 462,568 0.53

16. MR IAN GREGORY GRIFFITHS + MRS SUSAN JANE GRIFFITHS <GLENLORE SUPER SCHEME A/C> 453,741 0.52

17. MILTON CORPORATION LIMITED 444,992 0.51

18. MRS WENDY JEAN FAULKNER 405,000 0.46

19. PRESTIGE FURNITURE PTY LTD 376,035 0.43

20. MRS JOAN E EVERSHED 312,160 0.36

Totals: Top 20 holders of Ordinary Fully Paid Shares (Total) 26,005,337 29.60

Total Remaining Holders Balance 61,848,918 70.40

Corporate Governance StatementThe Board of MyState Limited is committed to upholding the highest levels of corporate governance and subscribes to the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council in order to promote investor confidence in the company and within the broader market.

MyState Limited’s Corporate Governance Statement and policies are available on the Company’s website at www.mystatelimited.com.au/about-corporate-governance.htm

91Information relating to shareholders as of 6 September 2016



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92Corporate Directory for the year ended 30 June 2016

Corporate Directory

Registered Office: MyState Limited ABN: 26 133 623 962 Level 2, 137 Harrington Street Hobart TAS 7000 Telephone: 138 001 Facsimile: (03) 6215 9760 Website: mystatelimited.com.au Email: [email protected]

DIRECTORSPeter Armstrong (non-executive Director)Brian Bissaker (non-executive DirectorRobert Gordon (non-executive Director)Miles Hampton (Chairman – non-executive)Colin Hollingsworth (non-executive Director)Stephen Lonie (non-executive Director)Sarah Merridew (non-executive Director)Melos Sulicich (Managing Director)

COMPANY SECRETARYScott Lukianenko

SHARE REGISTRYComputershare Investor Services.GPO Box 2975EEMelbourne VIC 3000Telephone: 1300 538 803Overseas callers: +61 3 9415 4660Website: computershare.com.au

AUDITORSWise Lord and Ferguson1st Floor, 160 Collins StreetHobart TAS 7000

INTERNET WEBSITEwww.mystatelimited.com.au

AUSTRALIAN SECURITIES EXCHANGE LISTINGMyState Limited is listed on the Australian Securities Exchange under the code MYS.

MyState Bank ABN: 89 067 729 195Telephone: 138 001Website: mystate.com.auEmail: [email protected]

The Rock A division of MyState Bank Limited Telephone: 1800 806 645Website: therock.com.auEmail: [email protected]

Tasmanian Perpetual Trustees ABN: 97 009 475 629Telephone: 1300 138 044Website: tasmanianperpetual.com.auEmail: [email protected]

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mystatelimited.com.au

Documents

ANNUAL REPORT 2016 - MyState Limited€¦ · Annual Report 2016 Contents Group Performance 02 Chairman’s Report 03 Managing Director’s Report 04 Banking Business 06 Wealth Management